**Exhibit 10(ww)**

***Execution Copy***

** **

**ASSETPURCHASE AGREEMENT**

dated December 21, 2006

By and Between

DPL Energy, LLC

and

Buckeye Power, Inc.

 

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**TABLE OFCONTENTS**
|                                                                          | **Page**                                                                |
|--------------------------------------------------------------------------|-------------------------------------------------------------------------|
| ARTICLE I                                                                |                                                                    |
|                                                                     |                                                                    |
| Definitions                                                              | 1                                                                       |
|                                                                     |                                                                    |
| 1.01                                                                     | Definitions                                                             | 1 |
| 1.02                                                                     | Interpretation                                                          | 8 |
| 1.03                                                                     | Knowledge                                                               | 8 |
|                                                                     |                                                                    |
| ARTICLE II                                                               |                                                                    |
|                                                                     |                                                                    |
| Purchase and Sale, Purchase Price, Allocation and  Other Related Matters | 9                                                                       |
|                                                                     |                                                                    |
| 2.01                                                                     | Purchase and  Sale                                                      | 9 |
| 2.02                                                                     | Purchase Price                                                          | 9 |
| 2.03                                                                     | Initial Purchase  Price                                                 | 9 |
| 2.04                                                                     | Purchase Price  Holdback                                                | 9 |
| 2.05                                                                     | Assumed  Liabilities and Retained Liabilities                           | 9 |
| 2.06                                                                     | Sales and  Transfer Taxes                                               | 10 |
| 2.07                                                                     | Allocation of  Purchase Price                                           | 10 |
| 2.08                                                                     | Parent Guaranty                                                         | 10 |
|                                                                     |                                                                    |
| ARTICLE III                                                              |                                                                    |
|                                                                     |                                                                    |
| Closing and Closing Date Deliveries                                      | 11                                                                      |
|                                                                     |                                                                    |
| 3.01                                                                     | Closing                                                                 | 11 |
| 3.02                                                                     | Closing  Deliveries by Seller                                           | 11 |
| 3.03                                                                     | Closing  Deliveries by Purchaser                                        | 11 |
| 3.04                                                                     | Cooperation                                                             | 12 |
|                                                                     |                                                                    |
| ARTICLE IV                                                               |                                                                    |
|                                                                     |                                                                    |
| Pre-Closing Filings                                                      | 12                                                                      |
|                                                                     |                                                                    |
| 4.01                                                                     | Government  Filings                                                     | 12 |
| 4.02                                                                     | FERC Regulatory  Filing                                                 | 12 |
| 4.03                                                                     | Cooperation in  Regulatory Review Process                               | 13 |
| 4.04                                                                     | PJM Notification  of Sale and Scheduling and Bidding for day of Closing | 13 |
| 4.05                                                                     | 2007/2008 RPM  Bidding                                                  | 13 |
|                                                                     |                                                                    |
| ARTICLE V                                                                |                                                                    |
|                                                                     |                                                                    |
| Pre-Closing Covenants                                                    | 14                                                                      |
|                                                                     |                                                                    |
| 5.01                                                                     | Due Diligence  Review                                                   | 14 |
| 5.02                                                                     | Pending Closing                                                         | 14 |
| 5.03                                                                     | Cooperation                                                             | 15 |
| 5.04                                                                     | No Shop                                                                 | 15 |

 

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| 5.05                                          | Workforce                                     | 15     |
|-----------------------------------------------|-----------------------------------------------|--------|
| 5.06                                          | Tax Abatement  Agreement                      | 16     |
| 5.07                                          | EFT Service  Agreement                        | 16     |
|                                          |                                          |
| ARTICLE VI                                    |                                          |
|                                          |                                          |
| Pre-Closing Deliveries                        | 16                                            |
|                                          |                                          |
| 6.01                                          | Pre-Closing  Title Policy and Survey Delivery | 16     |
|                                          |                                          |
| ARTICLE VII                                   | 17                                            |
|                                          |                                          |
| Warranties and Representations of Seller      |                                          |
|                                          |                                          |
| 7.01                                          | Organization and  Good Standing               | 17     |
| 7.02                                          | Authority                                     | 17     |
| 7.03                                          | No Violations  and Consents                   | 17     |
| 7.04                                          | Brokers                                       | 18     |
| 7.05                                          | Required Assets                               | 18     |
| 7.06                                          | Contracts                                     | 18     |
| 7.07                                          | Insurance                                     | 18     |
| 7.08                                          | Title to Real  Property                       | 19     |
| 7.09                                          | Title to  Purchased Assets                    | 19     |
| 7.10                                          | Intellectual  Property                        | 19     |
| 7.11                                          | Litigation                                    | 19     |
| 7.12                                          | Compliance With  Laws                         | 19     |
| 7.13                                          | Labor Matters                                 | 20     |
| 7.14                                          | Taxes                                         | 20     |
| 7.15                                          | Licenses and  Permits                         | 20     |
| 7.16                                          | Environmental  Compliance                     | 21     |
| 7.17                                          | Purchaser  Pipeline Acquisition Costs         | 21     |
| 7.18                                          | Disclaimer of  Warranties                     | 21     |
|                                          |                                          |
| ARTICLE VIII                                  |                                          |
|                                          |                                          |
| Warranties and Representations of Purchaser   | 22                                            |
|                                          |                                          |   |
| 8.01                                          | Due  Incorporation                            | 22     |
| 8.02                                          | Authority                                     | 22     |
| 8.03                                          | No Violations                                 | 22     |
| 8.04                                          | Brokers                                       | 22     |
| 8.05                                          | Litigation                                    | 22     |
| 8.06                                          | Financing                                     | 22     |
|                                          |                                          |
| ARTICLE IX                                    |                                          |
|                                          |                                          |
| Conditions to Closing Applicable to Purchaser | 23                                            |
|                                          |                                          |
| 9.01                                          | No Termination                                | 23     |
| 9.02                                          | Bring-Down of  Seller Warranties              | 23     |
| 9.03                                          | No Material  Adverse Effect                   | 23     |
| 9.04                                          | Pending Actions                               | 23     |

 

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| 9.05                                       | Material  Contracts                                   | 23     |
|--------------------------------------------|-------------------------------------------------------|--------|
| 9.06                                       | Assigned Permits                                      | 23     |
| 9.07                                       | Other Consents  and Approvals                         | 23     |
| 9.08                                       | All Necessary  Documents                              | 24     |
| 9.09                                       | Title Policy                                          | 24     |
| 9.10                                       | Brokers and  Consultants                              | 24     |
|                                       |                                                  |
| ARTICLE X                                  |                                                  |
|                                       |                                                  |
| Conditions to Closing Applicable to Seller | 24                                                    |
|                                       |                                                  |
| 10.01                                      | No Termination                                        | 24     |
| 10.02                                      | Bring-Down of  Purchaser Warranties                   | 24     |
| 10.03                                      | Pending Actions                                       | 25     |
| 10.04                                      | Consents and  Approvals                               | 25     |
| 10.05                                      | All Necessary  Documents                              | 25     |
|                                       |                                                  |
| ARTICLE XI                                 |                                                  |
|                                       |                                                  |
| Termination                                | 25                                                    |
|                                       |                                                  |
| 11.01                                      | Termination                                           | 25     |
|                                       |                                                  |
| ARTICLE XII                                |                                                  |
|                                       |                                                  |
| Indemnification                            | 26                                                    |
|                                       |                                                  |   |
| 12.01                                      | Seller  Indemnification                               | 26     |
| 12.02                                      | Limitation                                            | 26     |
| 12.03                                      | Purchaser  Indemnification                            | 27     |
| 12.04                                      | Indemnification  Notice                               | 27     |
| 12.05                                      | Indemnification  Procedure                            | 28     |
| 12.06                                      | Effect of  Indemnity Payments                         | 28     |
|                                       |                                                  |
| ARTICLE XIII                               |                                                  |
|                                       |                                                  |
| Confidentiality                            | 28                                                    |
|                                       |                                                  |
| 13.01                                      | Confidentiality  of Materials                         | 28     |
| 13.02                                      | Remedy                                                | 29     |
|                                       |                                                  |
| ARTICLE XIV                                |                                                  |
|                                       |                                                  |
| Certain Other Understandings               | 29                                                    |
|                                       |                                                  |
| 14.01                                      | Post Closing  Access to Records and Records Retention | 29     |
| 14.02                                      | Obligations not  Performed by Closing                 | 30     |
| 14.03                                      | Avoidance of  Double Withholding Taxes                | 30     |
| 14.04                                      | Removal of  Trademarks, Etc                           | 30     |
| 14.05                                      | [Intentionally  left blank.]                          | 30     |
| 14.06                                      | Tax Matters.                                          | 30     |
| 14.07                                      | O&M  Transition Services Agreement Option         | 32     |

 

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|               |                                 |
|---------------|--------------------------------------|
| ARTICLE XV    |                                 |
|          |                                 |
| Miscellaneous | 32                                   |
|          |                                 |
| 15.01         | Cost and  Expenses                   | 32 |
| 15.02         | Entire Agreement                     | 32 |
| 15.03         | Counterparts                         | 32 |
| 15.04         | Assignment,  Successors and Assigns  | 32 |
| 15.05         | Savings Clause                       | 33 |
| 15.06         | Headings                             | 33 |
| 15.07         | Risk of Loss                         | 33 |
| 15.08         | Governing Law                        | 33 |
| 15.09         | Dispute  Resolution                  | 33 |
| 15.10         | Press Releases                       | 34 |
| 15.11         | U.S. Dollars                         | 34 |
| 15.12         | Survival                             | 34 |
| 15.13         | Notices                              | 34 |
| 15.14         | No Third Party  Beneficiaries        | 35 |
| 15.15         | Jurisdiction and  Consent to Service | 35 |
| 15.16         | WAIVER OF A JURY  TRIAL              | 35 |
| 15.17         | No Presumption  Against Drafter      | 36 |

 

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**ASSETPURCHASE AGREEMENT**

This Asset Purchase Agreement made and entered into this 21st day ofDecember, 2006 (this “Agreement”) by and between Buckeye Power, Inc., anOhio corporation not-for-profit (“Purchaser”), and DPL Energy, LLC, anOhio limited liability company (“Seller”).

Recitals:

A.            Seller owns theGreenville, Ohio peaking power generation facility, as more fully described inSchedule I attached hereto (the “Facility”).

B.            Seller desires tosell the Facility and the assets and properties exclusively relating to theFacility hereinafter described as Purchased Assets and Purchaser desires toacquire the Facility and the Purchased Assets, on the terms and subject to theconditions hereinafter set forth.

Now, therefore, in consideration of the covenants and agreementshereinafter set forth, the parties hereto agree as follows:

# ARTICLE I

# Definitions

## 1.01         Definitions.  The following terms shall have the meaningsset forth below unless otherwise expressly provided or unless the contextclearly requires otherwise:

“AAA Rules” has the meaning set forth inSection 15.09.

“Additional Contracts” has the meaning set forth in clause (v)of the definition of “Purchased Assets.”

 “Affiliate” shall mean aPerson which, directly or indirectly is controlled by, controls, or is undercommon control with another Person.  Asused in the preceding sentence, “control” shall mean (i) the ownership of morethan 50% of the voting securities or other voting interest of any Person, or(ii) the possession, directly or indirectly, of the power to direct or causethe direction of the management and policies of such Person, whether throughthe ownership of voting securities, by contract or otherwise.

“Arbitration Notice” has the meaning set forth in Section15.09(b).

“Assigned Contracts” has the meaning set forth in clause (v) ofthe definition of “Purchased Assets.”

“Assigned Intellectual Property” has the meaning set forth inclause (vi) of the definition of “Purchased Assets.”

“Assigned Permits” has the meaning set forth in clause (vii) ofthe definition of “Purchased Assets.”

“Assumed Liabilities” has the meaning set forthin Section 2.05(a).

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“Closing” has the meaning set forth in Section3.01.

“Closing Date” has the meaning set forth inSection 3.01.

“Code” shall mean the Internal Revenue Code of 1986, as amended,and the final and temporary Treasury Regulations promulgated thereunder.

“Compensation Agreements” has the meaning set forth in Section7.14(c).

“Date of the Notice of Claim” has the meaningset forth in Section 12.05(c).

“Disclosure Schedule” shall mean the schedules attached to thisAgreement.

“Dispute” has the meaning set forth in Section 15.09(a).

“DOJ” shall mean the United States Department of Justice.

“DP&L” shall mean The Dayton Power & Light Company, anOhio corporation.

“Easements” has the meaning set forth in clause (iv) of thedefinition of “Purchased Assets.”

“EFT Service Agreement” shall mean that Rate Schedule EFTEnhanced Firm Transportation Service Form of Transportation Agreement (ContractNo. 20552) dated as of April 1, 2006, between Panhandle and Seller, includingthe letter agreement dated December 15, 2005 between Panhandle and Seller.

“Electric Interconnection Agreement” has the meaning set forthin clause (ix) of the definition of “Retained Assets”.

“Environmental Laws” shall mean any applicablefederal, state or local Law relating to: (a) releases or threatened releases of Hazardous Substances; (b) theexposure to, manufacture, handling, transport, use, treatment, storage or disposalof Hazardous Substances or materials containing Hazardous Substances; (c)pollution or protection of the environment or human health; (d) naturalresources or natural resource damages; or (e) occupational safety or health.

“Facility” has the meaning set forth in theRecitals and Schedule I hereto.

“FERC” shall mean the Federal Energy RegulatoryCommission.

“FERC Regulatory Filing” has the meaning setforth in Section 4.02.

“First Half” shall mean, with respect to anyTax year, the period from and including January 1 to and including June 30 ofsuch year.

“Governmental Authority” shall mean thegovernment of the United States or any foreign country or any state orpolitical subdivision of any thereof and any entity, body or authorityexercising executive, legislative, judicial, regulatory or administrativefunctions of or pertaining to government, including any quasi-governmentalentities established to perform such functions.

“Guarantor” means DPL Inc.

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“Hazardous Substances” shall mean (a) anypollutant, contaminant, waste or chemicals, materials, compounds, constituentsor substances, subject to regulation under any Environmental Laws, includingwithout limitation those defined or designated under the following federalstatutes and their state counterparts, as well as such statutes’ implementingregulations:  the Hazardous MaterialsTransportation Act, the Comprehensive Environmental Response, Compensation andLiability Act, the Atomic Energy Act, the Toxic Substances Control Act, and theFederal Insecticide, Fungicide, and Rodenticide Act; (b) petroleum andpetroleum products including crude oil and any fractions thereof; (c) naturalgas, synthetic gas and any mixtures thereof; (d) asbestos in any form; and (e)polychlorinated biphenyls.

 “HoldbackAmount” has the meaning set forth in Section 2.04.

“Indemnified Party” has the meaning set forthin Section 12.04.

“Indemnifying Party” has the meaning set forthin Section 12.04.

“Information” has the meaning set forth inSection 13.01.

“Initial Purchase Price” has the meaning setforth in Section 2.03.

“Insured Parcels” has the meaning set forth inSection 6.01(a).

“Inventory” has the meaning set forth in clause(ii) of the definition of Purchased Assets.

“IRS” shall mean the Internal Revenue Service.

“Law” shall mean any law (including commonlaw), statute, regulation, ordinance, rule, order, decree, judgment, consentdecree, settlement agreement or governmental requirement enacted, promulgatedor imposed or entered into or agreed with by any Governmental Authority.

“Lien” shall mean any mortgage, lien (exceptfor any lien for taxes not yet due and payable), charge, restriction, pledge,security interest, option, lease or sublease, claim, right of any third party,easement, encroachment or encumbrance.

“Material Adverse Effect” shall mean (a) anychange in, or effect on, the Facility as currently operated by Seller that isor is reasonably likely to be materially adverse to the results of operationsor financial condition of the Facility, after giving effect to this Agreement,or (b) any materially adverse change in the ability of Seller to perform itsobligations under this Agreement or any of the Exhibits hereto, except that theterm “Material Adverse Effect” shall not include changes, events, conditions,restrictions or burdens caused by or resulting from (i) conditions affectingthe electric generation industry generally but not affecting the Facility orthe Purchased Assets in any manner or degree significantly different from theelectric generation industry as a whole, (ii) United States or global economicconditions or financial markets generally, or (iii) the announcement of thetransactions contemplated by this Agreement.

“Material Contracts” has the meaning set forthin Section 7.06(a).

“Notice of Claim” has the meaning set forth inSection 12.04.

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“O&M Transition Services Agreement” meansthe O&M Transition Services Agreement between Purchaser and Sellersubstantially in the form attached hereto as Exhibit F.

“Panhandle” shall mean Panhandle Eastern PipeLine Company, LP.

“Parent Guaranty” means the guaranty of theGuarantor attached hereto as Exhibit A.

“Permitted Exceptions” shall mean, with respectto the Real Property, the following:

### (a)           liensor encumbrances relating to the Assumed Liabilities;

### (b)           allliens for Taxes, assessments, both general and special, and other governmentalcharges which are not due and payable as of the Closing Date;

### (c)           allbuilding codes and zoning ordinances and other Laws of any GovernmentalAuthority heretofore, now or hereafter enacted, made or issued by any suchGovernmental Authority affecting the Real Property;

### (d)           alleasements, rights-of-way, covenants, conditions, restrictions, reservations,licenses, agreements, and other similar matters of record in the appropriategovernmental offices;

### (e)           allencroachments, overlaps, boundary line disputes, shortages in area, drainageand other easements, cemeteries and burial grounds and other similar mattersnot of record that would be disclosed by an accurate survey or inspection ofthe Real Property;

### (f)            allelectric, telephone, gas, sanitary sewer, storm sewer, water and other utilitylines, pipelines, service lines and facilities of any nature now located on,over or under the Real Property, and all licenses, easements, rights-of-way andother similar agreements relating thereto that would be disclosed by anaccurate survey or inspection of the Real Property;

### (g)           allexisting public and private roads and streets (whether dedicated orundedicated), and all railroad lines and rights-of-way affecting the RealProperty;

### (h)           allrights with respect to the ownership, mining, extraction and removal ofminerals of whatever kind and character (including, without limitation, allcoal, iron ore, oil, gas, sulfur, methane gas in coal seams, limestone andother minerals, metals and ores) that have been granted, leased, excepted orreserved prior to the date hereof; and

### (i)            inchoatemechanic’s and materialmen’s liens for construction in progress and workmen’s,repairmen’s, warehousemen’s and carrier’s liens arising in the ordinary courseof business.

“Permitted Real Estate Exceptions” has the meaning set forth inSection 6.01(a).

“Person” shall mean any natural person, corporation, limitedliability company, partnership, joint venture, trust, association or unincorporatedentity of any kind.

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“Pipeline” shall mean the approximately 42.5 mile long naturalgas pipeline and associated easements and rights-of-way, that extends from aninterconnection with Panhandle’s main pipeline at Glen Karn, Ohio to Harden,Ohio, and interconnects with a pipeline lateral that serves the Facility, allas more particularly described in the Pipeline Agreements.

“Pipeline Agreements” shall mean that certain agreement dated asof July 9, 1993, by and between DP&L and Panhandle, as amended on November1, 1994, and as further amended by agreement among Panhandle, DP&L andSeller on December 22, 1999, certain portions of which have been assigned byDP&L to Vectren pursuant to that certain Asset Purchase Agreement datedDecember 14, 1999; that certain agreement dated as of November 1, 1999 by andbetween DP&L and Seller, certain portions of which have been assigned byDP&L to Vectren pursuant to that certain Asset Purchase Agreement datedDecember 14, 1999; that certain Operational Agreement for Z-51 Pipeline by andbetween DP&L and Seller, certain portions of which have been assigned byDP&L to Vectren pursuant to that certain Asset Purchase Agreement datedDecember 14, 1999; that certain Construction, Ownership and Operation Agreementby and between Panhandle and Seller dated as of July 7, 2000; and that certainReimbursement, Construction, Ownership and Operation Agreement by and amongPanhandle, TETCO, and Seller dated June 23, 2000.  For the avoidance of doubt, any DP&Linterests in the Pipeline Agreements that were not transferred to Vectren weretransferred to Seller, and DP&L no longer has any interest in the PipelineAgreements.

“PJM” shall mean PJM Interconnection, LLC, a FERC-approvedregional transmission organization and energy market.

“Pratt & Whitney Repair Report” shall mean the reportdelivered by Pratt & Whitney to Seller generally evidencing the completionof the repair of the damage to unit 1B at the Facility identified in the Pratt& Whitney Greenville 1B Borescope Inspection Report dated September 1,2006, and the Pratt & Whitney Revised Borescope Inspection Report datedSeptember 13, 2006.

“Properties” has the meaning set forth inclause (iv) of definition of Purchased Assets.

“Purchase Price” has the meaning set forth inSection 2.02.

“Purchased Assets” shall mean the following described assets,rights and properties, except for the Retained Assets:

#### (i)            the Facility;

#### (ii)           except as otherwise set forth onSchedule II, all inventories for use exclusively in connection with the Facility,including all such inventories of demineralized water, chemicals, supplies, rawmaterials, work-in-progress and finished goods (“Inventory”);

#### (iii)          except as otherwise set forth onSchedule III, the tangible assets, machinery, equipment, tools, dies, molds,spare parts, vehicles, transportation equipment, furniture and officeequipment, construction-in-progress, and computer hardware of Seller thatconstitute the Facility or are used exclusively in connection with the Facilityor that are located on the Real Property;

#### (iv)          Seller’s rights, title and interest(A) in and to the real properties described in Schedule IV (“Real Property”)together with all buildings, other improvements, fixtures and appurtenances,and all other rights and privileges thereunto belonging or appertaining, (B)under the real property leases described in the Schedule V (“Real PropertyLeases”), and (C) under the

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#### easements, rights of way, real propertylicenses described in Schedule VI (“Easements”; together with the RealProperty and the Real Property Leases, the “Properties”);

#### (v)           Seller’s right, title and interestin, to or under (A) the Material Contracts and (B) the personal propertyleases and other contracts, agreements and commitments arising from andrelating exclusively to the Purchased Assets or the Facility that would berequired to be described on Schedule 7.06(a) but for the exceptions set forthin Section 7.06(a) below, including those contracts listed on Schedule VII (the“Additional Contracts,” and together with the Material Contracts, the “AssignedContracts”);

#### (vi)          Seller’s right, title and interest inand to the following intellectual property to the extent related exclusively tothe Facility and set forth in Schedule VIII: trade names, trademarks, trademarkregistrations, trademark applications, service marks, service markregistrations, service mark applications; copyrights, copyright registrations,copyright applications; patent rights (including, without limitation, issuedpatents, applications, divisions, continuations and continuations-in-part,reissues, patents of addition, utility models and inventors’ certificates);licenses with respect to any of the foregoing; trade secrets, proprietarymanufacturing information and inventions, operating and systems software,drawings and designs; customer and vendor lists and the goodwill associatedwith any of the foregoing (the “Assigned Intellectual Property”);

#### (vii)         any governmental licenses and permitsof Seller relating exclusively to the Facility to the extent any of the sameare transferable or assignable to Purchaser and as described on Schedule IX(the “Assigned Permits”);

#### (viii)        except for Retained Books and Records,at least one copy (in its existing hard copy or electronic form) of each of thefollowing:  the operating and maintenancerecords; operating, safety and maintenance manuals; engineering design plansand specifications; blueprints and as-built drawings; procedures; environmentaldata and reports; governmental filings; and inspection and test reports relatedexclusively to the Facility that are in Seller’s possession (subject to theright of Seller to redact information in such records that is not relatedexclusively to the Facility and to retain archival copies).  This is not to include accounting records ofSeller or third party proprietary items for which consent to transfer cannot beobtained as listed on Schedule X.  Theforegoing is not intended to require Seller to modify or reformat any of theinformation provided pursuant to this subparagraph or to search or producedatabase or email archives, routine correspondence, SEC or FERC filings,records relating to internal project approvals, negotiations with contractorsor vendors, or any other materials that are not necessary to the future ownership,operation or maintenance of the Facility or the Purchased Assets; and

#### (ix)           to the extent acquired by Seller fromPanhandle prior to Closing, Seller’s 50% ownership interest in the Pipeline.

“Real Property” has the meaning set forth in clause (iv) of thedefinition of “Purchased Assets.”

“Real Property Leases” has the meaning set forth in clause (iv)of the definition of “Purchased Assets”.

“Retained Assets” shall mean the following described assets,rights and properties of Seller:

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(i)            all cash and cash equivalents,including, without limitation, bank overdrafts and marketable securities;

(ii)           any accounts receivable orintercompany obligations owed to Seller by any Affiliate of Seller;

(iii)          all insurance policies of Seller oracquired or assumed by Seller prior to the Closing Date pertaining to theFacility and all rights of Seller of every nature and description under orarising out of such insurance policies;

(iv)          all rights to use the name “DPL Energy”and all derivatives thereof;

(v)           claims for refunds of Taxes paid bySeller;

(vi)          all past, present and future claims,causes of action, choses in action, rights of recovery and rights of set-off ofany kind arising out of or relating to events prior to the Closing Date, exceptto the extent, but only to the extent, such claims or causes of action offsetthe liabilities assumed by Purchaser pursuant to this Agreement or theAssignment and Assumption Agreement;

(vii)any rights, interest or assets not included in the Purchased Assets;

(viii)        the assets, properties, rights andinterests of Seller not related to the Facility;

(ix)           all rights, if any, of Seller forrefunds of transmission credits under the Interconnection Service Agreementdated June 2006 among PJM Interconnection, LLC, Seller, and DP&L (“ElectricInterconnection Agreement”), relating to payments, if any, made by Sellerunder such agreement for upgrades to the transmission system of DP&L;

(x)            all rights of Seller under thisAgreement and the agreements and instruments delivered to Seller by Purchaserpursuant to this Agreement;

(xi)           the Retained Contracts; and

(xii)          the other assets listed on ScheduleXI.

“RetainedContracts” means those contracts set forth on Schedule 7.06(b).

“Retained Books and Records” shall mean (i) all corporate seals,minute books, charter documents, entity ownership records, original tax andfinancial records and such other files, books and records to the extent theyrelate to any of the Retained Assets or Retained Liabilities or theorganization, existence, capitalization or debt financing of Seller or of anyAffiliate of Seller and (ii) all books and records of Seller prepared inconnection with or relating in any way to the transactions contemplated by thisAgreement.

“Retained Liabilities” has the meaning set forth in Section2.05(b).

“Second Half” shall mean, with respect to any Tax year, theperiod from and including July 1 to and including December 31 of such year.

“Tax Abatement Agreement” has the meaning setforth in Section 7.14(c).

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“Taxes” shall mean all taxes, charges, fees,duties (including custom duties), levies or other assessments, includingincome, commercial activity, gross receipts, net proceeds, capital gains,capital stock, ad valorem, turnover, real, personal and other property(tangible and intangible), sales, use, franchise, excise, value added, stamp,leasing, lease, user, transfer, fuel, excess profits, occupational, interestequalization, windfall profits, unitary, license, payroll, environmental,disability, severance, employees’ income withholding, other withholdingunemployment and Social Security taxes, duties, assessments, charges (includingrecapture of tax items or benefits) and any payments in lieu of taxes or feespursuant to compensation agreements or otherwise, which are imposed by, or pursuantto agreements with, any Governmental Authority, and such term shall include anyinterest, penalties or additions to tax attributable thereto.

“Tax Period” shall mean any period prescribedby any Governmental Authority for which a Tax Return is required to be filed ora Tax is required to be paid.

“Tax Return” shall mean all returns and reportsof or with respect to Taxes required to be filed with any GovernmentalAuthority or depository.

“TETCO” shall mean Texas Eastern TransmissionCorporation.

“Threshold” has the meaning set forth inSection 12.02(b).

“Unassigned Contracts” has the meaning setforth in Section 14.02(b).

“Vectren” shall mean Vectren Energy Delivery ofOhio, Inc., Vectren Corporation, and/or Indiana Gas Company, Inc., as thecontext requires.

## 1.02         Interpretation.  Unless the context of this Agreementotherwise requires, (a) words of any gender shall be deemed to include eachother gender, (b) words using the singular or plural number shall also includethe plural or singular number, respectively, (c) references to “hereof”, “herein”,“hereby” and similar terms shall refer to this entire Agreement; and (d) allreferences in this Agreement to Articles, Sections, Schedules and Exhibitsshall mean and refer to Articles, Sections, Schedules and Exhibits of thisAgreement, (e) all references to statutes and related regulations shall includeall amendments of the same and any successor or replacement statutes andregulations, (f) references to any Person shall be deemed to mean and include thesuccessors and permitted assigns of such Person (or, in the case of aGovernmental Authority, Persons succeeding to the relevant functions of suchPerson); and (g) the words, “include,” “includes” and “including” shall bedeemed to be followed by the words “without limitation.”

## 1.03         Knowledge.  As used herein the terms “knowledge” or “bestknowledge” shall have the same meaning and shall mean the actual knowledge ofGary Stephenson, Vice President of Seller; Mandy Goubeaux, Manager, GenerationInvestment Planning, DP&L, Randall Griffin, Chief Regulatory Counsel,DP&L, and Chris Hergenrather, Tax Manager of DP&L, as it relates toSeller; and Patrick O’Loughlin as it relates to Purchaser, in each instanceafter due inquiry and reasonable investigation.

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# ARTICLE II

# Purchase and Sale, Purchase Price,Allocation and Other Related Matters

## 2.01         Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at theClosing Seller shall sell, assign, convey, transfer and deliver to Purchaserand Purchaser shall acquire from Seller the Purchased Assets.

## 2.02         PurchasePrice.  The aggregate purchase price(the “Purchase Price”) payable by Purchaser for the Purchased Assetsshall be Forty-Nine Million One Hundred Eighty Thousand Dollars ($49,180,000),which price is inclusive of Inventory.

## 2.03         InitialPurchase Price.  At the Closing,Purchaser shall pay to Seller, by wire transfer of immediately available fundsto a bank account designated by Seller prior to the Closing, an amount equal tothe Purchase Price, less the Holdback Amount, if any (the “Initial PurchasePrice”).

## 2.04         PurchasePrice Holdback.  In the event thatthe repairs to unit 1B of the Facility are not completed (which completionshall be evidenced by delivery to Purchaser of the Pratt & Whitney RepairReport) and paid for by Seller as contemplated by Section 5.02(i) prior to theClosing Date, Purchaser shall hold back from the Purchase Price One MillionDollars ($1,000,000) (the “Holdback Amount”).  In such event, the Holdback Amount will bepaid to Seller, or retained by Purchaser, when, as and to the extent providedin Section 14.02(a) of this Agreement.

## 2.05         AssumedLiabilities and Retained Liabilities. (a)  As additional considerationfor the purchase of the Purchased Assets, Purchaser shall, at the Closing,assume, agree to perform, and in due course pay and discharge, the followingdebts, obligations and liabilities of Seller relating to the Facility, in eachcase in accordance with the terms thereof, except to the extent that such debts,obligations or liabilities, but for a breach or default by Seller, would havebeen paid, performed or otherwise discharged on or prior to the Closing Date orto the extent the same arise out of any such breach or default or out of any event that, after the giving of noticeor with the lapse of time, or both, would constitute a breach or default bySeller (the “Assumed Liabilities”):

#### (i)            all liabilities andobligations arising or accruing after the Closing under the Assigned Contracts,to the extent that such Assigned Contracts are either assigned to Purchaser asof the Closing Date or, if not so assigned, Purchaser receives the benefitsthereof as contemplated by Section 14.02(b) of this Agreement;

#### (ii)           all liabilities andobligations to comply with the Assigned Permits in connection with theoperation of the Facility after the Closing;

#### (iii)          all liabilities andobligations arising out of the ownership of the Assigned Intellectual Propertyafter the Closing;

#### (iv)          Purchaser’s share ofany prorated Taxes as provided in Section 14.06 below; and

#### (v)           all otherliabilities and obligations arising out of the ownership or operation of theFacility accruing after the Closing on the Closing Date and related to anyperiod after the Closing.

### (b)           Except for the Assumed Liabilities, Purchaser shall notassume by virtue of this Agreement, the Assumption Agreement, or any otherancillary agreement, or the transactions contemplated hereby or thereby, andshall have no liability for, any debts, liabilities or obligations of

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### Seller of any nature, fixed or contingent,known or unknown, relating to the Facility or otherwise (the “RetainedLiabilities”), including the following:

#### (i)            all liabilities andobligations arising out of or relating to the Retained Assets;

#### (ii)           all liabilities andobligations to comply with the Assigned Permits in connection with theoperation of the Facility prior to the Closing;

#### (iii)          all liabilities andobligations arising out of the ownership of the Assigned Intellectual Propertyprior to the Closing;

#### (iv)          all liabilities andobligations of Seller for any federal, state, local or foreign Taxes for anyperiods prior to the Closing whether or not relating to the Facility, includingliability for any tax adjustment relating to a period prior to the Closing thatarises after the Closing Date and Seller’s share of any prorated Taxes asprovided in Section 14.06 below;

#### (v)           all of Seller’s orits Affiliates’ liabilities and obligations for Seams Elimination Cost/ChargeAdjustment/Assignment (SECA) charges under the Electric InterconnectionAgreement or otherwise;

(vi)          all liabilities and obligationsarising or accruing under the Assigned Contracts prior to the Closing; and

(vii)         all other liabilities and obligationsarising out of the ownership or operation of the Facility accruing prior to theClosing.

### (c)           This Section 2.05 is not intended to and shall not benefitany Person other than Seller and Purchaser.

### (d)           All of the Retained Liabilities shall remain and be thedebts, obligations and liabilities of Seller, and Purchaser shall have noliability or responsibility for any of the debts, obligations or liabilitiesarising therefrom.

## 2.06         Salesand Transfer Taxes.  (a) Purchaserand Seller shall each pay one-half of the cost of any real property transfer or similar tax imposed by anyGovernmental Authority which arises out of the transfer or recordation of theReal Property; and (b) Purchaser shall pay all other transfer, sales, purchase,use, value added, excise or similar taxes imposed by any Governmental Authoritywhich arises out of the transfer of any of the other Purchased Assets.

## 2.07         Allocationof Purchase Price.  The PurchasePrice shall be allocated among the Purchased Assets in accordance with Schedule2.07.  Each party shall complete IRS Form8594 consistently with such allocation and cooperate with the other party inthe preparation of Form 8594 and furnish the other party with a copy of suchform prepared in draft form, within a reasonable period before the filing duedate of such form, and neither Seller nor Purchaser shall file any tax returnor take a position with a tax authority that is inconsistent with suchallocation.  If Seller and Purchaser arenot able to agree as to the allocation of the Purchase Price, then each partyshall make its own allocation of the Purchase Price and file IRS Form 8594 asit shall determine.

## 2.08         ParentGuaranty.  On the date hereof, theGuarantor has executed and delivered to Purchaser the Parent Guaranty.

 

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# ARTICLE III

# Closing andClosing Date Deliveries

## 3.01         Closing.  The term “Closing” as used hereinshall refer to the actual conveyance, transfer, assignment and delivery of thePurchased Assets to Purchaser in exchange for the Initial Purchase Price toSeller pursuant to Section 2.03 of this Agreement.  The Closing shall take place at the officesof Thompson Hine LLP, 10 West Broad St., Columbus, Ohio, at 10:00 a.m. localtime on the fifth business day following the date upon which all of theconditions precedent set forth in Articles IX and X of this Agreement aresatisfied or waived by the appropriate party hereto, subject to Article XI ofthis Agreement, or at such other place and time or on such other date as ismutually agreed to in writing by Seller and Purchaser (“Closing Date”).

## 3.02         Closing Deliveriesby Seller.  At the Closing, Sellershall deliver to Purchaser:

(a)           A general warrantydeed in substantially the form attached hereto as Exhibit B, duly executed bySeller, for all Real Property conveying to Purchaser good, marketable andinsurable (at regular rates) title to the Real Property, free and clear of anyand all Liens, except the Permitted Real Estate Exceptions;

### (b)           An Easements Assignmentand Assumption Agreement in substantially the form attached hereto as ExhibitC, duly executed by Seller, conveying to Purchaser good and marketable title tothe Easements, free and clear of any and all Liens, except the Permitted RealEstate Exceptions;

### (c)           All such bills of sale, lease assignments, trademarkassignments, copyright assignments, patent assignments, contract assignmentsand other documents and instruments of sale, assignment, conveyance andtransfer, as Purchaser or its counsel may deem necessary or desirable, dulyexecuted by Seller, including a Bill of Sale in substantially the form attachedhereto as Exhibit D, duly executed by Seller, for the Facility, an Assignmentand Assumption Agreement in substantially the form attached hereto as ExhibitE, duly executed by Seller, for the Real Property Leases, the AssignedContracts, the Assigned Intellectual Property and the Assigned Permits;

### (d)           Certified copies of minutes or unanimous written consentsof the Board of Managers of Seller approving the execution, delivery andperformance of this Agreement and the consummation of the transactionscontemplated by this Agreement;

### (e)           A Certificate, dated the Closing Date, executed by theappropriate officers of Seller, required by Section 9.02 of this Agreement; and

### (f)            Such other documents, agreements, instruments andcertificates as Purchaser, its financing providers, or its counsel mayreasonably request to carry out the purposes of this Agreement, including, butnot limited to, the documents to be delivered pursuant to Article IX of thisAgreement and, if Purchaser has informed Seller in writing during the optionperiod set forth in Section 14.07 that Purchaser intends to enter into theO&M Transition Services Agreement, such agreement duly executed by Seller.

## 3.03         ClosingDeliveries by Purchaser.  At theClosing, Purchaser shall deliver to Seller:

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## (a)           TheInitial Purchase Price;

### (b)           Certifiedcopies of minutes or unanimous written consents of the Board of Trustees ofPurchaser approving the execution, delivery and performance of this Agreementand the consummation of the transactions contemplated under this Agreement;

### (c)           A Certificate, dated the Closing Date, executed by theappropriate officers of Purchaser, required by Section 10.02 of this Agreement;

### (d)           The Assignment andAssumption Agreement, duly executed by Purchaser, reflecting the assumption byPurchaser of the liabilities set forth in Section 2.05(a) of this Agreement;

### (e)           Ohio direct pay permit; and

### (f)            Such other documents, agreements, instruments andcertificates as Seller or its counsel may reasonably request to carry out thepurposes of this Agreement, including, but not limited to, the documents to bedelivered pursuant to Article X of this Agreement and, if Purchaser hasinformed Seller in writing during the option period set forth in Section 14.07that Purchaser intends to enter into the O&M Transition Services Agreement,such agreement duly executed by Purchaser.

## 3.04         Cooperation.  Seller and Purchaser shall, on request, onand after the Closing Date, cooperate with one another by furnishing anyadditional information, executing and delivering any additional documentsand/or instruments and doing any and all such other things as may be reasonablyrequired by the parties or their counsel to consummate or otherwise implementthe transactions contemplated by this Agreement.

# ARTICLE IV

# Pre-Closing Filings

## 4.01         GovernmentFilings.  Seller and Purchasercovenant and agree with each other (a) subject to the allocation ofresponsibility set forth in Section 4.02, promptly to file, or  cause to be promptly filed, with anyGovernmental Authority, all such notices, applications or other documents asmay be necessary to consummate the transactions contemplated hereby, includingany required filings with FERC, and (b) thereafter diligently to pursue all consentsor approvals from any such Governmental Authorities as may be necessary toconsummate the transactions contemplated hereby.

## 4.02           FERC Regulatory Filing.

### (a)           Sellershall have primary responsibility for the preparation and filing of theregulatory filing(s) to be made to FERC requesting approval under Section 203(and Section 205, if necessary) of the Federal Power Act (the “FERCRegulatory Filing”).  Upon therequest of Seller, Purchaser shall use its commercially reasonable efforts tocooperate with the Seller to prepare and file the FERC Regulatory Filing.  The parties hereto acknowledge and agree thatno filings with the Public Utilities Commission of Ohio have been made, nor arethey required or intended to be made, nor are such filings a conditionprecedent to the Closing.

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### (b)           Purchaserand Seller shall use commercially reasonable efforts to file as soon aspracticable after the date hereof the FERC Regulatory Filing, and execute allagreements and documents, in each case, to obtain as promptly as practicableapproval under Section 203 (and Section 205, if necessary) of the Federal PowerAct.  Purchaser and Seller shall actdiligently, and shall coordinate in completing and submitting the FERCRegulatory Filing.  Purchaser and Sellershall each have the right to review and approve (which approval shall not beunreasonably delayed or withheld) in advance all of the information relating tothe transactions contemplated by this Agreement which appears in the FERCRegulatory Filing.  Purchaser and Selleragree that all telephonic calls and meetings with the FERC regarding thetransactions contemplated by this Agreement shall be conducted by Purchaser andSeller jointly.

## 4.03         Cooperationin Regulatory Review Process.  Eachparty shall consult and cooperate in the regulatory review process.  Notwithstanding anything in this Agreement tothe contrary, each party agrees not to oppose, obstruct, or otherwise interferewith, in any manner whatsoever, the efforts of the other party to obtainconsent, clearance or approval required by any Governmental Authority orapplicable Law with respect to the transactions contemplated hereby.

## 4.04         PJM Notification of Sale and Scheduling andBidding for day of Closing.

### (a)           Sellerand Purchaser shall cooperate in the transfer of the Facility from Seller’saccount with PJM to Purchaser’s account with PJM which cooperation shallinclude the transfer of ownership of the Facility on the Closing Date and theallocation of costs and revenues related to the Facility for the ClosingDate.  Seller has provided to or shallprovide to Purchaser as of the Closing Date access to all historical GADS datarelated to the Facility.

### (b)           Forany Facility bids submitted to PJM that will be effective on the Closing Date,Seller agrees to bid the Facility units in accordance with the followingguidelines:

#### (i)            Atthe Seller’s calculated maximum allowable cost pursuant to PJM Manual 15 - CostDevelopment Guideline (or such other guideline that may replace the PJM Manual15 — Cost Development Guideline) for the units at the Facility plus theallowable 10% markup, and

#### (ii)           Usinga delivered gas price equivalent to the average Intercontinental Exchange (“ICE”)high trade/settlement (as determined by Seller in its discretion) for “DominionSouth” and “TCO Pool” for a gas flow day that coincides with the Closing Date plusthe applicable adders for pipeline fuel, transportation, storage/balancing, andother adders deemed appropriate by Seller to deliver fuel to the Facility.

## 4.05         2007/2008RPM Bidding.  The parties agree andacknowledge that capacity rights within PJM’s current capacity market constructas well as its proposed Reliability Pricing Model (“RPM”) construct shall flowto Purchaser as of the Closing Date.  Ifthe Closing Date occurs after the bidding window for the 2007/2008 deliveryyear base residual auction, Seller shall bid the units into the RPM process ata value that in Seller’s sole discretion approximates the avoidable cost (asdefined by PJM and calculated in a manner consistent with how Seller calculatesavoidable cost for its other peaking facilities) of making the Facilityavailable for the 2007/2008 PJM delivery year. Seller shall then transfer the Facility to Purchaser in the PJM systemas of the Closing Date. The parties shall transfer both the RPM capacitybenefits and PJM market seller responsibilities relating to the Facility toPurchaser as of the Closing Date.

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## ARTICLE V

# Pre-Closing Covenants

## 5.01         DueDiligence Review.  (a)  Pending Closing, Seller shall at allreasonable times and upon reasonable prior notice make the properties, assets,books and records pertaining exclusively to the Facility available forexamination, inspection and review by Purchaser and its lenders, agents andrepresentatives; provided, however, Purchaser’s inspections andexaminations shall not unreasonably disrupt the normal operations of theFacility, and providedfurther, the scope of Purchaser’sinspections and examinations shall not include Seller’s employee records,Seller’s accounting records that do not relate to the future operation of theFacility or commercially sensitive information not related exclusively to theFacility, as reasonably determined by Seller. In addition, Seller shall use commercially reasonable efforts to providePurchaser with reasonable access, to the extent Seller has such access, to allbooks and records relating to the Pipeline in order for Purchaser to performdue diligence on the Pipeline.

### (b)           Purchaser covenants and agrees with Seller to promptlynotify Seller if Purchaser or its representatives in the course of theirpre-Closing due diligence determine that there are any inaccuracies in, orbreaches or violations of, any of Seller’s representations, warranties orcovenants contained in this Agreement.

## 5.02         PendingClosing.  Pending the Closing, andunless otherwise consented to by Purchaser, Seller shall:

### (a)           conduct and carry on operations at the Facility in theordinary course, consistent with past practices;

### (b)           not purchase, sell, lease, mortgage, pledge or otherwiseacquire or dispose of any material properties or assets of or in connectionwith the Facility, except for tangible personal property purchased, sold orotherwise disposed of in the ordinary course, consistent with past practices,and not unusual in type or amount;

### (c)           not enter into, or become obligated under, any lease,contract, agreement or commitment with respect to the Facility, except (i) forany agreements for the purchase of supplies (including gas) or Inventory or thesale of Inventory in the ordinary course, consistent with past practices, andnot unusual in type or amount, (ii) for any other lease, contract, agreement orcommitment having a term of one (1) year or less and involving either a paymentby or to Seller of less than $50,000, or (iii) as otherwise set forth inSchedule 5.02;

### (d)           not materially change, amend, or otherwise modify orterminate any Material Contract;

### (e)           maintain in full force and effect with respect to theFacility, policies of insurance of the same type, character and coverage as thepolicies currently carried and described in Schedule 7.07;

### (f)            not make any material changes in its accounting systems,policies, principles or practices related solely to the Facility, except asrequired by Law;

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### (g)           except as set forth in Schedule 5.02, not authorize ormake any capital expenditures related to the Facility which individually or inthe aggregate are in excess of $100,000;

### (h)           not agree to do any of the items prohibited by Section5.02(b), (c), (d), (f) or (g);

### (i)            diligently pursue the repair of the damage to unit 1B atthe Facility identified in the Pratt & Whitney Greenville 1B BorescopeInspection Report dated September 1, 2006, and the Pratt & Whitney RevisedBorescope Inspection Report dated September 13, 2006, and pay and otherwise befully responsible for the cost of such repairs (including repair work in thefollowing areas:  the 3rd, 4th, 5th and 6th stages of the Low Pressure Compressor; the 7th, 8th and 9th stages of the High Pressure Compressor; andthe Turbine Exhaust Case); and

## 5.03         Cooperation.  (a) Pending the Closing Date, the partiesshall proceed with all reasonable diligence and use commercially reasonableefforts to obtain the written consents, authorizations or approvals requiredfor the consummation of transactions contemplated by this Agreement, includingthe consents, authorizations or approvals of any third parties required toassign the Material Contracts and Assigned Permits to Purchaser; provided,however, Seller shall have no obligation to pay any third Person a feeto obtain any such consent, authorization or approval not already provided forby the applicable agreement or Law.

### (b)           From the date of this Agreement and until the first tooccur of the Closing or the termination of this Agreement in accordance withits terms, unless otherwise agreed in writing by the parties, Purchaser andSeller will use all reasonable efforts to satisfy the conditions to closingstated in Article IX and Article X. Purchaser and Seller will notify each other of any event that occurs, orcondition that comes to their attention, that may delay the Closing or thatconstitutes a breach of their respective representations, warranties, covenantsor agreements in this Agreement and will use all reasonable efforts to mitigateany such delay or to cure any such breach.

## 5.04         NoShop.  Seller will not, and willcause its Affiliates and its and their respective directors, officers,employees, agents, and advisors not to, solicit offers from, negotiate with,execute agreements with, or provide non-public information to, any party otherthan Purchaser with respect to the possible sale or other disposition of theFacility or the Purchased Assets or any interest therein and will, and willcause its Affiliates and its and their respective directors, officers,employees, agents, and advisors to, cease any current discussions with anyparty other than Purchaser concerning any such sale or other disposition; provided,however, that the foregoing shall not preclude communications ordisclosures necessary to implement the provisions of this Agreement or tocomply with accounting or Securities and Exchange Commission disclosureobligations or the rules of any stock exchange.

## 5.05         Workforce.  Pending Closing and at times determined bySeller in its reasonable discretion after prior written notice from Purchaserto Seller of Purchaser’s desire to interview and/or make an offer of employmentto one or more of the employees of Seller listed on Schedule 7.13, Purchaser(or any of its Affiliates or agents or contractors) may (a) interview Seller’semployees who are employed at the Facility to determine whether Purchaser (orany of its Affiliates or agents or contractors) wishes to make offers ofemployment to any such employee(s), and (b) make offers of employment to anysuch employee(s); provided, however, that to the extent any suchemployee accepts an offer of employment from Purchaser (or any of itsAffiliates or agents or contractors), Purchaser agrees not to permit, or tocause its Affiliates or agents or contractors not to permit, such employees tocommence employment with Purchaser (or any of its Affiliates or agents orcontractors) prior to the later of the Closing Date and the termination orexpiration of the O&M Transition Services Agreement.

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## 5.06         Tax Abatement Agreement.  Pending Closing and, if necessary, after theClosing Date, Seller shall use good faith and commercially reasonable effortsto assist Purchaser in obtaining the written approval of Greenville Townshipand the Darke County Board of Commissioners (and/or other applicablegovernmental entity) in the transfer of Seller’s Tax Abatement Agreement toPurchaser at, or if necessary, after the Closing.  In the event that such approval is obtained,the Tax Abatement Agreement and the Compensation Agreements shall betransferred and assigned to Purchaser at the Closing or as soon thereafter asis reasonably practicable. In the event that (i) the Tax Abatement Agreement istransferred to Purchaser or (ii) Purchaser enters into a replacement agreementwith Greenville Township and the Darke County Board of Supervisors providingfor substantially similar benefits as provided to Seller in the Tax AbatementAgreement, then Purchaser agrees to assume at such time all of Seller’s rightsand obligations under the Compensation Agreements accruing on and after suchdate, subject to any required counterparty approval(s) to the transfer thereof.Until Seller and Purchaser are able to obtain written approval of GreenvilleTownship and Darke County (and/or applicable governmental entity) to transferthe Tax Abatement Agreement to Purchaser, the Seller shall be responsible forall obligations (but in no event including property taxes for periods after theClosing) with respect to the Tax Abatement Agreement and the CompensationAgreements until the transfer is completed or each agreement expires or isotherwise cancelled or voided.  In theevent that the O&M Transition Services Agreement (if entered into betweenSeller and Purchaser) would prevent Purchaser from obtaining the benefits ofthe Tax Abatement Agreement, Purchaser may terminate the O&M TransitionServices Agreement in its reasonable discretion.  Notwithstanding anything in this Agreement tothe contrary, neither the assignment of the Tax Abatement Agreement norPurchaser’s entry into any replacement agreement shall be a condition precedentto the obligations of either party under this Agreement.

## 5.07         EFTService Agreement.  Seller shall usegood faith and commercially reasonable efforts to obtain the written consent ofPanhandle to assign to Purchaser Seller’s rights and obligations relating tothe Facility under the EFT Service Agreement**.**

# ARTICLE VI

# Pre-Closing Deliveries

## 6.01         Pre-ClosingTitle Policy and Survey Delivery.  Atleast twenty (20) days prior to the Closing Date, Seller shall obtain anddeliver to Purchaser:

### (a)           With respect to the Real Property described on Schedule IV(“Insured Parcels”), an owner’s preliminary title report on titlecovering a date subsequent to the date hereof, issued by a title insurancecompany reasonably acceptable to Purchaser, which preliminary report shallcontain a commitment of such title insurance company to (i) issue an owner’stitle insurance policy on ALTA  Owner’sForm (10-17-1992) insuring Purchaser as to the fee simple title in each InsuredParcel in an amount set forth in Schedule 6.01 and subject only to, (A)Permitted Exceptions, (B) such other minor encumbrances or imperfections, ifany, which are not substantial in nature or amount and which do not detractfrom the value of such parcels of real estate as presently used or impair theoperations of the Facility; and (C) such other matters as may be disclosed inSchedule 6.01 or consented to in writing by Purchaser (clauses (A), (B) and (C)are collectively referred to as “Permitted Real Estate Exceptions”); and(ii) affirmatively insure that each such parcel of real estate adjoins a publicroad or highway and that entrance to and exit from such premises may be had viasuch public road or highway; and

### (b)           ALTA/ACSM Land Title Surveys certified to Purchaser andthe title company by a registered land surveyor (registered in the jurisdictionwhere the property is located) and prepared in

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### conformity with Minimum Standard DetailRequirements for ALTA/ACSM Land Title Surveys jointly established and adoptedby ALTA and NSPS in 2005, as of a date subsequent to the date hereof, of eachInsured Parcel.

### (c)           The costs and expenses of the title insurance policiesreferred to in Section 6.01(a) of this Agreement and the surveys referred to inSection 6.01(b) of this Agreement, shall be paid by Purchaser, whether or notthe transactions contemplated under this Agreement are consummated.

# ARTICLE VII

# Warranties and Representations of Seller

Seller warrants and represents to Purchaser as follows:

## 7.01         Organizationand Good Standing.  Seller is alimited liability company duly formed, validly existing and in good standingunder the laws of the State of Ohio. Seller is duly qualified to transact business and is in good standing ineach jurisdiction where such qualification is necessary, except where thefailure to be so qualified or in good standing could not reasonably be expectedto have a Material Adverse Effect.

## 7.02         Authority.  Seller has the right and power to enter into,and perform its obligations under this Agreement; and has taken all requisiteaction to authorize its execution and delivery of this Agreement and theperformance of its obligations under this Agreement; and this Agreement hasbeen duly authorized, executed and delivered by Seller and is binding upon, andenforceable against, Seller in accordance with its terms; except as suchenforcement may be limited by bankruptcy, insolvency, reorganization,moratorium or other similar laws affecting enforcement of creditors’ rightsgenerally and by general principles of equity (whether applied in a proceedingat law or in equity).

## 7.03         NoViolations and Consents.  (a)  The execution, delivery and performance ofthis Agreement by Seller does not and will not, after the giving of notice, orthe lapse of time, or otherwise, (i) conflict with, result in a breach of, orconstitute a default under, the Certificate of Formation or Operating Agreementof Seller, or to Seller’s knowledge, any Law or any Material Contract to whichSeller is a party; (ii) result in the creation of any Lien upon any of thePurchased Assets; (iii) to Seller’s knowledge, terminate, amend or modify or,except as disclosed on Schedule 7.03, require the consent of any party under,or give any party the right to terminate, amend, modify, abandon, refuse toperform, any Material Contract to which Seller is a party; or (iv) to Seller’sknowledge, accelerate or modify, or give any party the right to accelerate ormodify, the time within which, or the terms under which, any duties orobligations are to be performed by Seller, or any rights or benefits are to bereceived by any Person, under any Material Contract to which Seller is a party.

### (b)           The execution and delivery by Seller of this Agreementdoes not, and the performance by Seller of its obligations hereunder, includingthe transfer of the Pipeline to Purchaser if Seller obtains ownership of a 50%interest in the Pipeline prior to Closing, and the transfer of the EFT ServiceAgreement to Purchaser, will not, require Seller to obtain any consent,approval, authorization or other action of, or make any filing with or give anynotice to, any Governmental Authority or Person, except (i) as disclosed inSchedule 7.03, (ii) where failure to obtain such consents, approvals,authorizations or actions, make such filings or give such notices would nothave a Material Adverse Effect and (iii) as may be necessary as a result of anyfacts or circumstances relating solely to Seller. Schedule 7.03 sets forth atrue and complete list of each consent, approval, authorization or other actionof, or filing with or notice to, any Governmental Authority or Person that isrequired in connection with

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### the execution and delivery by Seller of thisAgreement or the performance by Seller of its obligations hereunder (includingthe assignment of the Material Contracts and the Assigned Permits toPurchaser), except for such consents, approvals, authorizations, actions,filings or notices the failure of which to obtain or make, as applicable, wouldnot have a Material Adverse Effect.

## 7.04         Brokers.  Except as otherwise set forth in Schedule7.04, neither this Agreement nor the sale of the Purchased Assets or any othertransaction contemplated by this Agreement was induced or procured through any Personacting on behalf of, or representing, Seller or any of its Affiliates asbroker, finder, investment banker, financial advisor or in any similarcapacity. Seller shall be responsible for the payment of all fees, costs,expenses and other charges to the Persons identified on Schedule 7.04, as wellas Pace Global Energy Services, required in connection with the transactionscontemplated by this Agreement.

## 7.05         RequiredAssets.

### (a)           (a)           Exceptfor the Retained Assets described in paragraphs (i)-(vi) and (viii)-(xii) ofthe definition of “Retained Assets,” all of the material rights, properties andassets required by Seller in connection with owning and operating (includingobtaining natural gas transportation services for) the Facility are (i) eitherowned by Seller or licensed or leased to Seller under one of the contracts oragreements conveyed to Purchaser under this Agreement (except as otherwisecontemplated by Section 14.02 hereof) and (ii) included in the PurchasedAssets; and

### (b)           Except for the Retained Assets described in paragraphs(i)-(vi) and (viii)-(xii) of the definition of “Retained Assets,” and except asset forth in Schedule 7.05(b), the Purchased Assets are sufficient for theoperation and maintenance of the Facility in substantially the same manner ashistorically operated and maintained by Seller.

## 7.06         Contracts.  (a) Schedule 7.06(a) contains a true andcomplete schedule setting forth all personal property leases and all othercontracts, agreements and commitments to which Seller is a party and relatingto the Purchased Assets or operation of the Facility, except (i) anyagreements for the purchase of supplies or inventory; (ii) leases, contracts,agreements or commitments which may be terminated by Seller on thirty (30) daysor less written notice without penalty to Seller, unless such are material tothe operation and maintenance of the Facility, in which case such shall belisted on Schedule 7.06(a); (iii) leases, contracts, agreements or commitmentswhich have a term of one (1) year or less or involve payment by or to Seller of$100,000 or less, unless such are material to the operation and maintenance ofthe Facility, in which case such shall be listed on Schedule 7.06(a); (iv) theRetained Contracts set forth on Schedule 7.06(b); or (v) the Tax AbatementAgreement and the Compensation Agreements. The Pipeline Agreements, the Assigned Intellectual Property, and theleases, contracts, agreements and commitments set forth in Schedule 7.06(a) arecollectively referred to herein as the “Material Contracts.”

### (b)           Other than as set forth in Schedule 7.06(b), neitherSeller, nor to Seller’s knowledge, any other party to any of the MaterialContracts, has commenced any action against any of the parties to the MaterialContracts or given or received any written notice of any material default orviolation under any Material Contract that was not withdrawn or dismissed. ToSeller’s knowledge, each of the Material Contracts is, or will be at theClosing, valid, binding and in full force and effect against Seller, except asis otherwise set forth on Schedule 7.06(a). Correct and complete copies of theMaterial Contracts have been made available to Purchaser prior to the datehereof.

## 7.07         Insurance.  All material properties and risks associatedwith the Facility are covered by valid and currently effective insurancepolicies or binders of insurance or programs of

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## self-insurance in such types and amounts asare consistent with customary practices and standards in Seller’sindustry.  Schedule 7.07 contains acomplete list of all material liability, property, accident, casualty, fire,flood, workers’ compensation or other insurance policies and arrangementsaffecting or relating to the ownership, use or operations of the PurchasedAssets or the Facility.

## 7.08         Titleto Real Property.  Seller has goodand marketable fee simple title to the Real Property free and clear of allLiens, except for the Permitted Real Estate Exceptions.  Each parcel of Real Property adjoins a publicroad or highway and entrance to and exit from such premises may be had via suchpublic road or highway. Schedules IV, V and VI contain a true and completeschedule setting forth all real property, real property leases, easements,rights of way, and real property licenses which Seller owns, leases, operates,occupies, subleases or uses relating to the Purchased Assets or operation ofthe Facility.  Schedule 7.08 contains acomplete list of all Permitted Real Estate Exceptions that are of record as ofthe date of this Agreement.

## 7.09         Titleto Purchased Assets.  Seller has goodand marketable title to all the material Purchased Assets consisting oftangible personal property owned by Seller and valid and subsisting leases withrespect to all of the material Purchased Assets consisting of tangible personalproperty leased by Seller and in each case used exclusively in theFacility.  All such owned tangiblepersonal property is owned free and clear of all Liens, except: (a) as setforth in Schedule 7.09; (b) liens for Taxes and assessments not yet payable;(c) liens for Taxes, assessments and charges and other claims, the validity ofwhich Seller is contesting in good faith, provided, however, thatSeller shall indemnify Purchaser against and hold it harmless from allliabilities of and damages to Purchaser resulting from such liens; (d) lienssecuring or relating to liabilities or obligations which are to be assumed byPurchaser pursuant to this Agreement or the Assumption Agreement; and (e) suchother minor imperfections of title, Liens, claims and other charges andencumbrances the existence of which would not have a Material Adverse Effect.

## 7.10         IntellectualProperty.  (a)  To Seller’s knowledge, except as set forth inSchedule 7.10, there is not now and has not been during the past three (3) yearsany infringement or misappropriation by Seller of any valid patent, trademark,trade name, servicemark, copyright or trade secret which relates to theFacility and which is owned by any third party, and there is not now anyexisting or, to the knowledge of Seller, threatened claim (asserted in writing)against Seller of infringement or misappropriation of any patent, trademark,trade name, servicemark, copyright or trade secret, which relates to theFacility and which is owned by any third party.

### (b)           There is no pending or threatened claim by Seller againstothers for infringement or misappropriation of any trademark, trade name,servicemark, copyright or trade secret owned by Seller and which is utilized inthe conduct of the Facility and included in the Purchased Assets.

## 7.11         Litigation.  Except as set forth in Schedule 7.11,(a) there are no actions, claims or proceedings pending against Sellerrelating to the Facility or any of the Purchased Assets at law or in equity,before or by any Governmental Authority, or by any other Person; and (b)neither Seller in respect of the Facility nor any of the Purchased Assets issubject to any order, judgment or decree of any Governmental Authority havingor which could reasonably be expected to have a Material Adverse Effect.

## 7.12         ComplianceWith Laws.  To the best of Seller’sknowledge, Seller is not in material violation of any Law applicable to theFacility or by which any of the Purchased Assets are bound or subject, except(a) as set forth in Schedule 7.12 and (b) for violations the existence of whichwould not have a Material Adverse Effect. Notwithstanding the foregoing, compliance with Environmental Laws isexclusively and solely governed by Section 7.16 hereof.

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## 7.13         Labor Matters.  Schedule 7.13 contains a list of all of theemployees of Seller whose primary responsibility relates to the operation ormaintenance of the Facility.  Allemployees employed at the Facility are employees of Seller; provided, however,that certain employees of DP&L may from time to time work at the Facilityin connection with their primary responsibilities elsewhere.  There are no collective bargaining agreementsto which Seller is a party, relating to employees employed by Seller inconnection with the Facility.  To Seller’sknowledge, there are no material organizing efforts presently being madeinvolving any of the employees at the Facility.

## 7.14         Taxes.  (a) Except as set forth in Schedule 7.14,Seller has duly and timely filed all federal, state and local Tax Returnsrequired to be filed by it with respect to the operation, ownership, assets oractivities of, or related to, the Facility or the Purchased Assets and paid allTaxes due (whether or not shown thereon to be due on such Tax Returns).  To the best of Seller’s knowledge, all suchTax Returns were correct and complete.

### (b)           There is no lien, or to Seller’s knowledge proposed lien(other than for current Taxes not yet due and payable), against the Facility orthe Purchased Assets that arose in connection with any failure, or allegedfailure, to file any Tax Returns or to pay any Tax; and

### (c)           Seller has not breached any representation or warranty, orfailed to perform any covenant or agreement with respect to, or set forth in(i) the Ohio Enterprise Zone Agreement originally dated November 19, 1999 (andsubsequently amended), by and between Greenville Township, Darke County Boardof Commissioners and DPL Energy, Inc. (the “Tax Abatement Agreement”) or(ii) the certain Compensation Agreements by and between DPL Energy, LLC and theDarke County Board of Commissioners, the Greenville Township and the GreenvilleSchool District, respectively, (the “Compensation Agreements”) orotherwise taken any act, or failed to perform any act, that may require thepayment or the repayment of the amount of Taxes (or payments or fees under theCompensation Agreements) including any Taxes that would have been payable hadthe Facility and the Purchased Assets not been exempted from taxation under theTax Abatement Agreement.

### (d)           The term “Seller” for purposes of this Section 7.14 andSection 14.06, relating to Tax Matters, shall include DPL Inc., an Ohiocorporation, the owner of the membership interest of Seller

## 7.15         Licensesand Permits.  (a) Schedule IX(a) setsforth all material governmental licenses and permits acquired or held by Selleror any of its Affiliates in connection with the ownership, operation,maintenance or use of the Facility or the Purchased Assets, except for thoserequired by the Environmental Laws, which are exclusively and solely governedby Section 7.16 hereof.

### (b)           Except as set forth in Schedule 7.15 and except for thoserequired by the Environmental Laws which are exclusively and solely governed bySection 7.16 hereof, Seller has, or has applied for, all governmental licensesand permits necessary to own, operate, maintain or use the Facility as it iscurrently conducted, except for such governmental licenses and permits, theabsence of which would not have a Material Adverse Effect.

### (c)           Except as set forth in Schedule 7.15 and except as relatesto compliance with Environmental Laws which is exclusively and solely governedby Section 7.16 hereof, Seller is in material compliance with each suchgovernmental license and permit and has received no written notice or violationor noncompliance from any Governmental Authority, and Seller has received nowritten notice or claim asserting or alleging that any of same (i) is not infull force and effect or (ii) is subject to any legal proceeding or unsatisfiedcondition that (A) is not reasonably expected to be satisfied or (B) if notsatisfied could be reasonably expected to allow material modification orrevocation.

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### 7.16         EnvironmentalCompliance.  (a) Schedule IX(b) setsforth all material permits, licenses and approvals of Governmental Authoritiesunder Environmental Laws acquired or held by Seller or any of its Affiliates inconnection with the ownership, operation, maintenance or use of the Facility orthe Purchased Assets.

### (b)           Except as set forth in Schedule 7.16, Seller currently holdsor has applied for all permits, licenses and approvals of GovernmentalAuthorities required under Environmental Laws with respect to the PurchasedAssets and the Facility except for such permits, licenses or approvals theabsence of which would not, individually or in the aggregate, have a MaterialAdverse Effect, and all such permits, licenses and approvals are transferableto Purchaser at or soon after the Closing. To the knowledge of Seller, except as set forth in Schedule 7.16, Selleris not in violation of any of such permits, licenses, and approvals, and suchpermits, licenses and approvals are valid and in good standing.  Seller has not been notified in writing byany Governmental Authority of any actual or potential change in the status orterms and conditions of any such permits, licenses or approvals.

### (c)           To the knowledge of Seller, except as set forth inSchedule 7.16, Seller is not in violation of and has no liability under anyEnvironmental Laws with respect to the Purchased Assets, the Facility or thebusiness conducted by Seller therewith. Seller is not obligated to perform any action or otherwise incur anyexpense under Environmental Law pursuant to any order, decree, judgment oragreement by which it is bound or has assumed by contract or agreement, andthere are no written notices from third parties, nor any actions, claims orproceedings pending or, to the knowledge of Seller, threatened against Sellerrelating to any Environmental Law, in each case with respect to the PurchasedAssets, the Facility or the business conducted by Seller therewith.  To the knowledge of Seller, there has been norelease or threatened release of Hazardous Substances on, at, under or from theFacility that could reasonably be expected to result in material liability ofPurchaser under any Environmental Law. Seller has made available to Purchaser all material records and files inthe possession, custody or control of, or otherwise reasonably available to,Seller concerning compliance with or liability under Environmental Law,including those concerning the existence of Hazardous Substances in connectionwith the Purchased Assets, the Facility or the business conducted by Sellertherewith.

## 7.17         PurchaserPipeline Acquisition Costs.  Subjectto the assignment and transfer of the Pipeline Agreements to Purchaser(including obtaining all required consents thereto), and in the event that thePipeline has not been transferred by Panhandle to Vectren and Seller prior tothe Closing, Panhandle has no right to require Purchaser to make any paymentsto Panhandle to obtain therefrom a fifty percent (50%) undivided ownershipinterest in the Pipeline; provided, however, that Purchaser shallbe responsible for any and all title or other recordation fees and expensesassociated with its acquisition of the Pipeline from Panhandle.

## 7.18         Disclaimerof Warranties.  EXCEPT WITH RESPECTTO THE WARRANTIES AND REPRESENTATIONS SPECIFICALLY SET FORTH IN THIS AGREEMENTAND THE DEED OR DEEDS CONVEYING THE REAL PROPERTY, SELLER MAKES NO WARRANTY,EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR APARTICULAR PURPOSE, OR QUALITY AS TO THE PURCHASED ASSETS, OR ANY PART THEREOF,OR AS TO THE CONDITION OR WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTSTHEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT THE PURCHASEDASSETS ARE TO BE CONVEYED HEREUNDER “AS IS” AND “WHERE IS” ON THE CLOSING DATE,AND IN THEIR THEN PRESENT CONDITION. PURCHASER SHALL RELY UPON ITS OWN EXAMINATION THEREOF.

 

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# ARTICLE VIII

# Warranties andRepresentations of Purchaser

Purchaser warrants and represents to Seller as follows:

## 8.01         Due Incorporation.  Purchaser is an Ohio corporation not forprofit duly incorporated, validly existing and in good standing under the lawsof the State of its incorporation.

## 8.02         Authority.  Purchaser has the corporate right and powerto enter into, and perform its obligations under this Agreement, and has takenall requisite corporate action to authorize its execution and delivery of this Agreementand the performance of its obligations under this Agreement; and this Agreementhas been duly executed and delivered by Purchaser and is binding upon, andenforceable against, Purchaser in accordance with its terms; except as suchenforcement may be limited by bankruptcy, insolvency, reorganization,moratorium or other similar laws affecting enforcement of creditors’ rightsgenerally and by general principles of equity (whether applied in a proceedingat law or in equity).

## 8.03         No Violations.  (a) The execution, delivery or performance of this Agreement by Purchaserdoes not and will not, after the giving of notice, or the lapse of time, orotherwise: conflict with, result in a breach of, or constitute a default under,the Articles of Incorporation or Code of Regulations of Purchaser, or toPurchaser’s knowledge any Law or any material contract, agreement, commitmentor plan to which Purchaser is a party.

### (b)           Theexecution and delivery by Purchaser of this Agreement does not, and theperformance by Purchaser of its obligations hereunder will not, requirePurchaser to obtain any consent, approval, authorization or other action of, ormake any filing with or give any notice to, any Governmental Authority orPerson, except (i) as disclosed in Schedule 8.03, (ii) where failure toobtain such consents, approvals, authorizations or actions, make such filingsor give such notices would not have a Material Adverse Effect and (iii) as maybe necessary as a result of any facts or circumstances relating solely toPurchaser. Schedule 8.03 sets forth a true and complete list of each consent,approval, authorization or other action of, or filing with or notice to, anyGovernmental Authority or Person that is required in connection with theexecution and delivery by Purchaser of this Agreement or the performance byPurchaser of its obligations hereunder.

## 8.04         Brokers.  Neither this Agreement nor the purchase ofthe Purchased Assets or any other transaction contemplated by this Agreementwas induced or procured through any Person, acting on behalf of, orrepresenting, Purchaser or any of its Affiliates as broker, finder, investmentbanker, financial advisor or in any similar capacity.

## 8.05         Litigation.  There are no actions, claims or proceedingspending against Purchaser or any of its assets or properties at law or inequity, before or by any Governmental Authority, or by any other Person, which,individually or in the aggregate, could reasonably be expected to have amaterial adverse effect on Purchaser or its ability to consummate thetransactions contemplated hereby.

## 8.06         Financing.  Purchaser has received indicative commitmentletters from multiple institutional funding sources expressing interest inproviding to Purchaser, subject to documentation and other usual and customaryconditions, amounts that would be sufficient to fulfill Purchaser’s obligationto pay the Purchase Price hereunder, and Purchaser has no reason to believethat it will be unable to obtain funding in such amounts from such or othersources by the Closing.  Purchaseracknowledges and agrees

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## that (i) the transactions contemplated herein are not subject to anytype of financing contingency and (ii) the Closing will not be delayed inany manner as a result of Purchaser’s inability to obtain financing.

# ARTICLE IX

# Conditions toClosing Applicable to Purchaser

The obligations of Purchaser hereunder (including the obligation ofPurchaser to close the transactions herein contemplated) are subject to thefollowing conditions precedent:

## 9.01         No Termination.  Neither Purchaser nor Seller shall haveterminated this Agreement pursuant to Section 11.01 hereof.

## 9.02         Bring-Down ofSeller Warranties.  The warrantiesand representations made by Seller herein to Purchaser that are qualified bymateriality shall be true and correct in all respects, and the warranties andrepresentations made by Seller herein to Purchaser that are not so qualifiedshall be true and correct in all material respects, in each case on and as ofthe Closing Date with the same effect as if such warranties and representationshad been made on and as of the Closing Date and Seller shall have performed andcomplied with, in all material respects, all agreements, covenants andconditions on its part required to be performed or complied with on or prior tothe Closing Date; and at the Closing, Purchaser shall have received acertificate executed by the President or any Vice President of Seller to theforegoing effect.

## 9.03         No MaterialAdverse Effect.  Except as set forthin Schedule 9.03, between May 31, 2006, and the Closing Date, there shall havebeen no Material Adverse Effect.

## 9.04         Pending Actions.  No investigation, action, suit or proceedingby any Governmental Authority and no action, suit or proceeding by any otherPerson, shall be pending on the Closing Date which challenges this Agreementand seeks to modify, prohibit or enjoin the consummation of the transactionscontemplated hereby.

## 9.05         Material Contracts.  There will be no outstanding materialbreaches under any Material Contracts, and all consents of any GovernmentalAuthorities or Persons whose consent is required to assign or transfer theMaterial Contracts to Purchaser shall have been obtained.  Without limiting the generality of theforegoing, Panhandle shall have confirmed in writing to Seller and Purchaserthat (a) Panhandle has not provided notice of any outstanding material breachesby Seller of any of its obligations under the Pipeline Agreements to whichPanhandle is a party, (b) none of Seller’s rights under the Pipeline Agreementsto which Panhandle is a party have been waived expressly or by implication bySeller, and (c) Panhandle agrees and acknowledges via its consent thatPurchaser shall obtain from Seller those same rights and be subject to thosesame obligations that Seller possessed and was subject to immediately prior tothe assignment of the Pipeline Agreements to Purchaser, including the right toobtain from Panhandle a fifty percent (50%) undivided ownership interest in thePipeline.

## 9.06         Assigned Permits.  The Assigned Permits will be in effect, therewill be no outstanding material violations under any of the Assigned Permits,and all consents, approvals or authorizations of any Governmental Authoritiesor Persons required to assign or transfer the Assigned Permits to Purchasershall have been obtained.

## 9.07         Other Consents andApprovals.  All consents, approvalsor authorizations of the Governmental Authorities and other Persons set forthin Schedule 7.03 shall have been obtained; provided, however,that, notwithstanding anything to the contrary in this Agreement, it shall notbe a condition precedent to the obligations of either party under thisAgreement that any consents or approvals

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## required for the assignment to Purchaser of either the Tax AbatementAgreement or any of the Compensation Agreements shall have been obtained.  Any applicable process by which Seller,Panhandle and Purchaser agree to the assignment of Seller’s rights andobligations relating to capacity for the Facility under the EFT ServiceAgreement shall have been completed, and Panhandle shall have acknowledged thatthe rate discount pursuant to that certain Letter Agreement dated December 15,2005, that is appended to the EFT Service Agreement shall continue to beavailable to Purchaser with respect to such capacity notwithstanding Section 9of such Letter Agreement and that Purchaser shall have the right of firstrefusal provided in Section 8 of such Letter Agreement, to the extent Sellerhas such right.

## 9.08         All NecessaryDocuments.  All proceedings to betaken in connection with the consummation of the transactions contemplated bythis Agreement, and all documents incident thereto, shall be reasonablysatisfactory in form and substance to Purchaser and its counsel, and Purchasershall have received copies of such documents as Purchaser and its counsel mayreasonably request in connection with said transactions, including withoutlimitation, those documents to be delivered pursuant to Sections 3.02 and 4.01hereof.

## 9.09         Title Policy.  At the Closing, Seller shall have deliveredto Purchaser owner’s title insurance policies dated the Closing Date on ALTAOwner’s Form (10-17-1992) with extended coverage and deletion of the standardexceptions to title customarily contained in such policies, covering the realestate covered by the commitments referred to in Section 6.01(a) hereof issuedby the title insurance company which issued such commitments insuring, as ofthe Closing Date, the fee simple estate of Purchaser in such real estate in theamount set forth in the Schedule 6.01, subject only to the Permitted RealEstate Exceptions.

## 9.10         Brokers andConsultants.  Seller shall have on orprior to the Closing paid all fees, costs, expenses and other charges to thePersons identified on Schedule 7.04, as well as Pace Global Energy Services,required in connection with the transactions contemplated by this Agreement.

Purchaser shall have the right to waive any of theforegoing conditions precedent.

# ARTICLE X

# Conditions toClosing Applicable to Seller

The obligations of Seller hereunder (including theobligation of Seller to close the transactions herein contemplated) are subjectto the following conditions precedent:

## 10.01       No Termination.  Neither Purchaser nor Seller shall haveterminated this Agreement pursuant to Section 11.01 hereof.

## 10.02       Bring-Down ofPurchaser Warranties.  All warrantiesand representations made by Purchaser herein to Seller that are qualified bymateriality shall be true and correct in all respects, and all warranties andrepresentations made by Purchaser herein to Seller that are not so qualifiedshall be true and correct in all material respects, in each case on and as ofthe Closing Date with the same effect as if such warranties and representationshad been made on and as of the Closing Date, and Purchaser shall have performedand complied in all material respects (except for the payment of money whichshall be absolute) with all agreements, covenants and conditions on its partrequired to be performed or complied with on or prior to the Closing Date, andat the Closing, Seller shall have received a certificate executed by thePresident or any Vice President of Purchaser to the foregoing effect.

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## 10.03       Pending Actions.  No investigation, action, suit or proceedingby any Governmental Authority and no action, suit or proceeding by any otherPerson shall be pending on the Closing Date which challenges this Agreement andseeks to modify, prohibit or enjoin the consummation of the transactionscontemplated hereby.

## 10.04       Consents andApprovals.  All consents, approvalsor authorizations of the Governmental Authorities and other Persons set forthin Schedule 8.03 shall have been obtained; provided, however,that it shall not be a condition precedent to the obligations of either partyunder this Agreement that any consents or approvals required for the assignmentto Purchaser of the Tax Abatement Agreement or any of the CompensationAgreements shall have been obtained.

## 10.05       All NecessaryDocuments.  All proceedings to betaken in connection with the consummation of the transactions contemplated bythis Agreement, and all documents incident thereto, shall be reasonablysatisfactory in form and substance to Seller and its counsel, and Seller andits counsel shall have received copies of such documents as it and its counselmay reasonably request in connection with said transactions, including withoutlimitation, those documents to be delivered pursuant to Section 3.03 hereof.

Seller shall have the right to waive any of theforegoing conditions precedent.

# ARTICLE XI

# Termination

## 11.01       Termination.  This Agreement may be terminated at any timeprior to the Closing as follows, and in no other manner:

### (a)           bymutual written consent of Purchaser and Seller;

### (b)           byPurchaser or by Seller, at any time before the Closing, upon written notice oftermination by the other party, in the event (i) of a breach hereof by thenon-terminating party that would reasonably be expected to give rise to aMaterial Adverse Effect, if the non-terminating party fails to cure such breachwithin thirty (30) days following written notification of such breach by theother party; or (ii) any condition to the terminating party’s obligationsunder this Agreement (other than the payment of money to the non-terminatingparty) becomes impossible or impracticable to satisfy with the use ofcommercially reasonable efforts, so long as such impossibility orimpracticability is not caused by a breach hereof by such party; provided,however, that if it is reasonably possible that the circumstances giving riseto the impossibility or impracticability may be removed prior to the expirationof the time period provided in Section 11.01(c), then notification oftermination by the terminating party may not be given until such time as theremoval of such circumstances is no longer reasonably possible or practicablewithin such time period; or

### (c)           byPurchaser or by Seller if the Closing of the transactions contemplated by thisAgreement shall not have occurred on or before September 30, 2007, or suchlater date as may have been agreed upon in writing by the parties hereto;provided, the party seeking to terminate is not in material breach of, ormaterial default under, this Agreement.

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### ARTICLE XII

# Indemnification

## 12.01       SellerIndemnification.  Seller agrees toindemnify and hold Purchaser and its successors and permitted assigns, harmlessagainst any loss, damage or expense (including reasonable attorneys’ fees),which arises out of or is in respect of (a) any inaccuracy or misrepresentationin or breach of any of the warranties or representations made by Seller in thisAgreement or any other certificate, document, instrument or affidavit furnishedby Seller in accordance with the provisions of this Agreement, (b) any breachor failure to perform any of the covenants made by Seller in this Agreement orany other certificate, document, instrument or affidavit furnished by Seller inaccordance with the provisions of this Agreement, and (c) any and all RetainedLiabilities.

## 12.02       Limitation.  Purchaser’s right to indemnification pursuantto Article XII of this Agreement is subject to the following limitations:

### (a)           Purchasershall not be entitled to assert any right of indemnification pursuant toSection 12.01(a) or (b) of this Article XII for any loss, damage or expensesuffered by Purchaser after eighteen (18) months from the Closing Date, exceptthat (i) indemnification claims arising from Sections 7.01 and 7.02, shall notbe limited as to time; (ii) indemnification claims arising from Sections 7.04,7.10, 7.12, 7.15 and 7.16 may be asserted until the third (3rd) anniversary date of theClosing Date; (iii) indemnification claims arising from Sections 7.08 and7.09 may be asserted until the fifth (5th) anniversary of the Closing Date; (iv) indemnificationclaims arising from Section 7.14 may be asserted until six (6) months followingthe expiration of the applicable statute of limitations pursuant to which aGovernmental Authority may make an assessment for Tax; (v) indemnificationclaims arising from any covenant hereunder which by its nature survives theClosing may be asserted until the third (3rd) anniversary of the Closing Date;(vi) indemnification claims arising from any pre-Closing covenantshereunder may be asserted until six (6) months after the Closing Date; and(vii) any claim by Purchaser for indemnification pursuant to Section 12.01(a)or (b) of this Article XII made prior to the expiration of the applicable timeperiod provided in this Section 12.02(a) shall continue to survive until thefinal resolution of such claim, and Purchaser shall continue to have the rightto be indemnified with respect to any such claim.

### (b)           Noindemnification claim may be made against Seller for indemnification pursuantto Section 12.01(a) of this Article XII with respect to any individual item ofloss, damage or expense, unless such item exceeds $50,000 and unless theaggregate of all such losses, damages and expenses (which individually exceed$50,000) of Purchaser with respect to this Article XII shall exceed $250,000 (“Threshold”),and then Seller shall only be required to pay or be liable for the excess overthe Threshold, except that the limitations set forth in this Section 12.02(b)shall not apply to any warranty or representation relating to any Tax.

### (c)           Seller’smaximum liability to Purchaser pursuant to Section 12.01(a) of this Article XIIshall be thirty percent (30%) of the Initial Purchase Price.

### (d)           Forthe avoidance of doubt, the provisions of Sections 12.02(a), (b) and (c) ofthis Article XII shall not apply to indemnification claims made against Sellerpursuant to Section 12.01(c) of this Article XII or to indemnification claimsalleging a breach of Seller’s obligations to indemnify Purchaser under thisArticle XII; and the provisions of Sections 12.02(b) and (c) of this ArticleXII shall not apply to indemnification claims made against Seller pursuant toSection 12.01(b) of this Article XII.

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### (e)           Forthe purposes of the limitations of liability set forth in Sections 12.02(b) and(c), in computing such individual or aggregate amounts of claims, the amount ofeach claim shall be deemed to be an amount (i) net of any tax benefitrealizable by Purchaser or any Affiliate thereof by reason of deductibility ofsuch loss, damage or expense (determined by multiplying such deductible amountby the then applicable highest effective corporate income tax rate) and anydeferred tax benefit attributable to such loss, damage or expense (determinedon the same basis but present valued to the extent obtained throughdepreciation or amortization deductions) and (ii) net of any insurance proceedsand any indemnity, contribution or other similar payment recoverable byPurchaser or any Affiliate from any third party with respect thereto.

### (f)            Purchaserhereby acknowledges and agrees that its sole and exclusive remedy with respectto any and all claims relating to the subject matter of this Agreement and theAssumption Agreement shall be pursuant to the indemnification provisions setforth in this Article XII.  Infurtherance of the foregoing, Purchaser hereby waives, to the fullest extentpermitted under applicable Law, any and all rights, claims and causes of actionit may have against Seller arising under or based upon any Law (including,without limitation, any such rights, claims or causes of action arising underor based upon common law or otherwise) or Environmental Laws, including, butnot limited to, the Resource Conservation and Recovery Act and theComprehensive Environmental Response, Compensation and Liability Act, exceptfor any claims permitted under Article XII of this Agreement.

### (g)           Exceptas set forth in this Agreement, Seller is not making any representation,warranty, covenant or agreement with respect to the matters containedherein.  Anything herein to the contrarynotwithstanding, no breach of any representation, warranty, covenant oragreement contained herein shall give rise to any right on the part ofPurchaser, after the consummation of the purchase and sale of the Facility andthe Purchased Assets contemplated hereby, to rescind this Agreement or any ofthe transactions contemplated hereby.

### (h)           Exceptfor any post-closing obligations of Seller or Purchaser expressly set forth inthis Agreement, neither Seller nor Purchaser shall have any liability under anyprovision of this Agreement for any liabilities and damages to the extent thatsuch liabilities and damages relate to actions taken or not taken by the otherparty or its Affiliates after the Closing Date. In no event shall Seller or Purchaser be liable for consequential orpunitive damages.  Each party shall takeall reasonable steps to mitigate all such liabilities and damages upon andafter becoming aware of any event which could reasonably be expected to giverise to such losses, damages and expenses.

## 12.03       PurchaserIndemnification.  Purchaser agrees toindemnify and hold Seller harmless against any loss, damage or expense(including reasonable attorneys’ fees), which arises out of or is in respect of(a) any material inaccuracy or misrepresentation in or material breach of anyof the warranties, representations, covenants or agreements made by Purchaserin this Agreement or in any certificate, document, instrument or affidavitfurnished by Purchaser in accordance with the provisions of this Agreement, and(b) any and all Assumed Liabilities, except that the materiality limitation setforth in this Section 12.03 shall not apply to any warranty, representation,covenant or agreement relating to any Tax.

## 12.04       IndemnificationNotice.  Promptly upon obtainingknowledge of any claim, event, facts or demand which gives rise to, or couldreasonably be expected to give rise to, a claim for indemnification hereunder(including in the case of a claim pursuant to Section 12.01(a) any claim whichis not payable due to the limitations set forth in Section 12.02(b) hereof),any party seeking

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## indemnification under this Article XII (an “IndemnifiedParty”) shall give written notice of such claim or demand (“Notice ofClaim”) to the party from which indemnification is sought (an “IndemnifyingParty”), setting forth the amount of the claim.  The Indemnified Party shall furnish to theIndemnifying Party, in reasonable detail, such information as it may have withrespect to such indemnification claim (including copies of any summons, complaintor other pleading which may have been served on it and any written claim,demand, invoice, billing or other document evidencing or asserting thesame).  No failure or delay by theIndemnified Party in the performance of the foregoing shall reduce or otherwiseaffect the obligation of any Indemnifying Party to indemnify and hold theIndemnified Party harmless, except to the extent that such failure or delayshall have adversely affected the Indemnifying Party’s ability to defendagainst, settle or satisfy any loss, damage or expense for which theIndemnified Party is entitled to indemnification hereunder.

## 12.05       IndemnificationProcedure.  (a) If the claim ordemand set forth in the Notice of Claim given by the Indemnified Party pursuantto Section 12.04 of this Agreement is a claim or demand asserted by a thirdparty, the Indemnifying Party shall have fifteen (15) days after the Date ofthe Notice of Claim to notify the Indemnified Party in writing of its electionto defend such third party claim or demand on behalf of the IndemnifiedParty.  If the Indemnifying Party electsto defend such third party claim or demand, the Indemnified Party shall makeavailable to the Indemnifying Party and its agents and representatives allrecords and other materials which are reasonably required in the defense ofsuch third party claim or demand and shall otherwise cooperate with, and assistthe Indemnifying Party in the defense of, such third party claim or demand, andso long as the Indemnifying Party is defending such third party claim or demandin good faith, the Indemnified Party shall not pay, settle or compromise suchthird party claim or demand.  If theIndemnifying Party elects to defend such third party claim or demand, theIndemnified Party shall have the right to participate in the defense of suchthird party claim or demand, at its own expense.  If the Indemnifying Party does not elect todefend such third party claim or demand, or does not defend such third party claimin good faith, the Indemnified Party shall have the right, in addition to anyother right or remedy it may have hereunder, at the Indemnifying Party’sexpense, to defend such third party claim or demand; provided, however, that(i) the Indemnified Party shall not have any obligation to participate in thedefense of, or defend, any such third party claim or demand; and (ii) theIndemnified Party’s defense of or its participation in the defense of any suchthird party claim or demand shall not in any way diminish or lessen theobligations of the Indemnifying Party under the agreements of indemnificationset forth in this Article XII.

### (b)           Exceptfor third party claims being defended in good faith, the Indemnifying Partyshall satisfy its obligations hereunder in cash within thirty (30) days afterthe Date of Notice of Claim.

### (c)           Theterm “Date of the Notice of Claim” as used in this Article XII shallmean the date the Notice of Claim is deemed delivered pursuant to Section 15.13hereof.

## 12.06       Effectof Indemnity Payments.  The partiesagree to treat all payments made under the indemnity provisions of Article XIIof this Agreement as adjustments to the Purchase Price for Tax purposes andthat such agreed treatment shall govern for purposes hereof.

# ARTICLE XIV

# Confidentiality

## 13.01       Confidentialityof Materials.  The parties heretoagree with respect to all technical, commercial and other information that isfurnished or disclosed by the other party to this

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## Agreement, including, but not limited to,information regarding such party’s (and its subsidiaries’ and affiliates’)organization, personnel, business activities, customers, policies, assets,finances, costs, sales, revenues, technology, rights, obligations, liabilitiesand strategies (“Information”), that, unless and until the transactioncontemplated by this Agreement shall have been consummated or this Agreement isterminated by either party in accordance with its terms, (a) such Informationis confidential and/or proprietary to the furnishing/disclosing party andentitled to and shall receive treatment as such by the receiving party; (b) thereceiving party will hold in confidence and not disclose nor use (except inrespect of the transactions contemplated by this Agreement) any suchInformation, treating such Information with the same degree of care andconfidentiality as it accords its own confidential and proprietary Information;provided, however, that the receiving party shall not have any restrictiveobligation with respect to any Information which (i) is available to thegeneral public, (ii) is or becomes publicly known through no wrongful act oromission of the receiving party, or (iii) is or becomes known by the receivingparty without any proprietary restrictions by the furnishing/disclosing partyat the time of receipt of such Information; and (c) all such Informationfurnished to either party by the other, unless otherwise specified in writing,shall remain the property of the furnishing/disclosing party and, in the eventthis Agreement is terminated, shall be returned to it, together with any andall copies made thereof, upon request for such return by it (except fordocuments submitted to a governmental agency with the consent of thefurnishing/disclosing party or upon subpoena and which cannot be retrieved withreasonable effort) and in the case of (i) oral information furnished to anyparty by the other which shall have been reduced to writing by the receivingparty and (ii) all internal documents of any party describing, analyzing orotherwise containing Information furnished by the other party, all suchwritings and documents shall be destroyed, upon request, in the event thisAgreement is terminated, and each party shall confirm in writing to the othercompliance with any such request.

## 13.02       Remedy.  Each party hereto acknowledges that theremedy at law for any breach by either party of its obligations under Section13.01 of this Agreement is inadequate and that the other party shall beentitled to equitable remedies, including an injunction, in the event of breachby any other party.

# ARTICLE XV

# Certain OtherUnderstandings

## 14.01       Post Closing Accessto Records and Records Retention. (a)  Each party agrees to providethe other with access to all relevant documents and other information relatingto the Facility which may be needed by such other party for purposes ofpreparing tax returns or responding to an audit by any Governmental Authorityor for any other reasonable purpose. Such access will be during normal business hours and not unreasonably interferewith the business or operations of the other party.

### (b)           Without limitingSection 14.01(a) above, in order to facilitate the resolution of any claimsmade by or against or incurred by Seller after the Closing, upon reasonablenotice, Purchaser shall, after the Closing: (i) afford the officers, employees and authorized agents andrepresentatives of Seller reasonable access, during normal business hours, tothe offices, properties, books and records of Purchaser with respect to theFacility, (ii) furnish to the officers, employees and authorized agents andrepresentatives of Seller such additional financial and other informationregarding the Facility as Seller may from time to time reasonably request and(iii) make available to Seller, the employees of Purchaser whose assistance,testimony or presence of such persons as witnesses in hearings or trials forsuch purposes is required; provided, however, that suchinvestigation shall not unreasonably interfere with the business or operationsof Purchaser and Purchaser shall not be required to furnish any confidential orprivileged materials to Seller.

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### (c)           Purchaseragrees for a period extending five (5) years after the Closing Date not todestroy or otherwise dispose of any records relating to the Facility for theperiod prior to its acquisition of the Purchased Assets, provided thatPurchaser acquired such records from Seller in connection with thisAgreement.  After such five (5) yearperiod, Purchaser may destroy or otherwise dispose of such records if Purchasershall offer in writing to surrender such records to Seller and Seller shallfail to agree in writing to take possession thereof during the thirty (30) dayperiod after such offer is made.

### 14.02       Obligationsnot Performed by Closing.  (a)  In the event that Seller has not on or priorto the Closing Date completed or caused the completion of the repairs describedin Section 5.02(i) of this Agreement (as evidenced by delivery to Purchaser ofthe Pratt and Whitney Repair Report), Seller will, after the Closing, continueto diligently pursue such repairs until such repairs are completed and shall payand be fully responsible for the cost of such repairs. At such time as suchrepairs are completed to the reasonable satisfaction of Purchaser, Purchasershall pay the Unit 1B Holdback Amount to Seller.

### (b)           Afterthe Closing, each of Seller and Purchaser agree to attempt diligently to obtainany necessary consents and take all other commercially reasonable actions whichmay be required to effect the assignment to Purchaser of any of the AssignedContracts (other than the Material Contracts), and any of the MaterialContracts as to which Purchaser waives the conditions set forth in Section 9.05of this Agreement, that cannot be effectively assigned to Purchaser as of theClosing Date (the “Unassigned Contracts”), and each party will diligentlycooperate with the other in obtaining and taking the same, and will take suchsteps as reasonably requested by such party with respect thereto, all at Seller’scost.  This Agreement, to the extentpermitted by law, shall constitute an equitable assignment by Seller to Purchaserof all of Seller’s rights, benefits, title and interest in and to theUnassigned Contracts, and Purchaser, to the extent of such equitableassignment, shall be deemed to be Seller’s agent for the purpose of completing,fulfilling and discharging all of Seller’s rights and liabilities arising afterthe Closing Date under the Unassigned Contracts, and Seller shall makecommercially reasonable efforts to provide Purchaser with the benefits of theUnassigned Contracts at Seller’s cost.

### (c)           Inthe event that Seller has acquired the 50% ownership interest in the Pipelinepursuant to the Pipeline Agreements prior to Closing, Seller shall assign suchownership interest to Purchaser at Closing.

## 14.03       Avoidance of DoubleWithholding Taxes.  Purchaser andSeller hereby acknowledge that the standard procedure described in Section 4 ofthe Revenue Procedure 2004-53 as promulgated by the IRS with respect to wagereporting, and F.I.C.A., withholding and similar tax and other collections isapplicable to Seller’s employees who become employees of Purchaser or itsAffiliates.

## 14.04       Removal ofTrademarks, Etc.  As promptly aspracticable after the Closing, and in no event later than thirty (30) daysafter the Closing Date, Purchaser agrees not to use and to delete, remove orotherwise obliterate from the Purchased Assets all trade names and trademarksof Seller or its Affiliates, including, but not limited to, references to “DPLEnergy, LLC” and derivatives thereof, including, without limitation, all logos.

## 14.05       [Intentionallyleft blank.]

## 14.06       Tax Matters.

### (a)           Seller’sResponsibilities.  Seller shall (i)timely prepare and file when due any Tax Return that is required to include theoperations, ownership, assets or activities of, or related to, the

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Facility or the Purchased Assets for any Tax Periodending on or before the Closing Date and (ii) pay all Taxes shown to be due onsuch Tax Returns or otherwise owing (including payments in lieu of taxes orfees pursuant to the Compensation Agreements or any Taxes for the “StraddlePeriod” defined below) that are allocable to the Tax Period prior to andincluding the Closing Date.

### (b)           Purchaser’sResponsibilities.  Purchaser shall(i) prepare and file when due all Tax Returns that are required to include theoperations, ownership, assets or activities of, or related to, the Facility orthe Purchased Assets for any Tax Period ending after the Closing Date(including the “Straddle Period” as hereinafter defined) and (ii) pay all taxesshown to be due on such Tax Returns or otherwise owing (including payments inlieu of taxes or fees pursuant to the Compensation Agreements (to the extentsuch Compensation Agreements have been assigned to Purchaser under Section5.06) or any Taxes for the “Straddle Period” as defined below) that areallocable to the Tax Period after the Closing Date.

### (c)           StraddlePeriod.  The “Straddle Period” is anyTax Period beginning before and ending after the Closing Date.  Except as otherwise provided in Section14.06(d), Taxes and payments in lieu of taxes or fees pursuant to CompensationAgreements for the Straddle Period shall be allocated to Seller and Purchaser,respectively, by multiplying the total amount of such Taxes, payments or fees,by a fraction, the numerator of which is the number of days of the StraddlePeriod for which each party is responsible for the payment of such Taxes andthe denominator of which is the total number of days in the StraddlePeriod.  To the extent that (i) theCompensation Agreements have been assigned to Purchaser and (ii) Seller hasmade any payment in 2006 pursuant to such Compensation Agreements which resultin a prepayment allocable to any date after the Closing Date, Purchaser shallreimburse Seller for the portion of such prepayment allocable to any date afterthe Closing Date.  Purchaser agrees thatamounts payable under the Compensation Agreements (to the extent suchCompensation Agreements have been assigned to Purchaser under Section 5.06)after the Closing Date are solely the responsibility of the Purchaser.

### (d)           Ohio Real Property Taxes.  Seller shall pay, or reimburse Purchaser ifPurchaser pays, the Ohio real property taxes for the first half of 2006 (billedin December 2006) and the second half of 2006 (billed in June 2007) withrespect to the land and buildings comprising the Facility and the PurchasedAssets.  Purchaser shall pay the Ohioreal property tax for the first half of 2007 (billed in December 2007) and thesecond half of 2007 (billed in June 2008) with respect to the land andbuildings comprising the Facility and the Purchased Assets (“2007 First HalfReal Property Taxes” and “2007 Second Half Real Property Taxes,”respectively).  Seller shall reimbursePurchaser for its pro rata share of the 2007 First Half Real Estate Taxes andthe 2007 Second Half Real Estate Taxes. The amount of Seller’s reimbursement to Purchaser for Seller’s pro ratashare of the 2007 First Half Real Property Taxes, shall be computed asfollows:  multiply the total bill for2007 First Half Real Property Taxes, as finally determined or adjusted, by afraction the numerator of which is the number of days from January 1, 2007, toand including the earlier of the Closing Date and June 30, 2007, and thedenominator or which is one hundred eighty-three (183) days.  The amount of Seller’s reimbursement to Purchaser for Seller’s pro ratashare of the 2007 Second Half Real Property Taxes, if any, shall be computed asfollows:  multiply the total bill for2007 Second Half Real Property Taxes, as finally determined or adjusted, by afraction the numerator of which is the number of days from July 1, 2007, to andincluding the earlier of the Closing Date and December 31, 2007, and thedenominator or which is one hundred eighty-three (183) days.  Seller shall pay to Purchaser suchreimbursement promptly upon receipt of a copy of the bill for the 2007 FirstHalf Real Property Taxes or 2007 Second Half Real Property Taxes, asapplicable, and a computation of the amount of Seller’s reimbursement.

### (e)           Ohio Personal Property Taxes.  With respect to the calendar year that beginsafter December 31, 2006 and includes the Closing Date, the Ohio personalproperty taxes will be allocated to each party as set forth in this Section14.06(e).  For Seller’s pro rata share,multiply the total Ohio personal property tax bills for the calendar year,which includes the Closing Date, as finally determined or adjusted, by afraction the numerator of which is the number of days from the first day ofsuch calendar year to and including the Closing Date and the denominator ofwhich is three hundred and sixty-five

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(365) days, and for the Purchaser’s pro rata share,the total Ohio personal property tax bills for the calendar year that includesthe Closing Date, as finally determined and adjusted, less the Seller’s prorata share.  Seller shall pay thePurchaser Seller’s pro rata share if Purchaser pays the Ohio personal propertytax bills for the calendar year that includes the Closing Date, or Purchasershall pay to Seller Purchaser’s pro rata share if Seller pays the Ohio personalproperty taxes for the calendar year that includes the Closing Date in eachcase promptly upon receipt of a copy of the Ohio personal property tax billsfor the calendar year that includes the Closing Date and a computation of eachparty’s pro rata share.  Purchaser agreesthat all Ohio personal property taxes for any calendar year beginning after theClosing Date are solely the responsibility of the Purchaser.

### 14.07     O&MTransition Services Agreement Option. Unless Purchaser has notified Seller in writing within thirty (30) daysafter the date hereof of Purchaser’s irrevocable commitment to enter into theO&M Transition Services Agreement, Seller shall have no obligation to enterinto such agreement with Purchaser.

 

ARTICLE XV

Miscellaneous

### 15.01       Cost and Expenses. Purchaser will pay its own costs and expenses (including attorneys’fees, accountants’ fees and other professional fees and expenses) in connectionwith the negotiation, preparation, execution and delivery of this Agreement andthe consummation of the purchase of the Purchased Assets and the othertransactions contemplated by this Agreement (except as otherwise specificallyprovided for herein); and Seller will pay its own costs and expenses (includingattorneys’ fees, accountants’ fees and other professional fees and expenses) inconnection with the negotiation, preparation, execution and delivery of thisAgreement and the consummation of the sale of the Purchased Assets and theother transactions contemplated by this Agreement (except as otherwisespecifically provided for herein).

## 15.02       Entire Agreement.  The Schedules and the Exhibits referenced inthis Agreement are incorporated into this Agreement and together contain theentire agreement between the parties hereto with respect to the transactionscontemplated hereunder, and supersede all negotiations, representations,warranties, commitments, offers, contracts and writings prior to the datehereof.  No waiver and no modification oramendment of any provision of this Agreement shall be effective unlessspecifically made in writing and duly signed by the party to be bound thereby.

## 15.03       Counterparts.  This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original, but all of which,together, shall constitute one and the same instrument.

## 15.04       Assignment,Successors and Assigns.  Therespective rights and obligations of the parties hereto shall not be assignablewithout the prior written consent of the other parties; provided, however, thatPurchaser may assign all or part of its rights under this Agreement anddelegate all or part of its obligations under this Agreement to one or morecorporations or other entities who are Affiliates, in which event all therights and powers of Purchaser and remedies available to it under thisAgreement shall extend to and be enforceable by each such Affiliate.  Any such assignment and delegation shall notrelease Purchaser from its obligations under this Agreement, and further Purchaserguarantees to Seller the performance by each such Affiliate of its obligationsunder this Agreement.  In the event ofany such assignment and delegation the term “Purchaser” as used in thisAgreement shall be deemed to refer to each such Affiliate of Purchaser wherereference is made to actions to be taken with respect to the

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acquisition of the Facility or Purchased Assets, andshall be deemed to include both Purchaser and each such Affiliate whereappropriate.  This Agreement shall bebinding upon and inure to the benefit of the parties hereto and theirsuccessors and permitted assigns.

### 15.05       Savings Clause. If any provision hereof shall be held invalid or unenforceable by anycourt of competent jurisdiction or as a result of future legislative action,such holding or action shall be strictly construed and shall not affect thevalidity or effect of any other provision hereof.

## 15.06       Headings.  The captions of the various Articles andSections of this Agreement have been inserted only for convenience of referenceand shall not be deemed to modify, explain, enlarge or restrict any of theprovisions of this Agreement.

## 15.07       Riskof Loss.  Risk of loss, damage ordestruction to the Purchased Assets shall be upon Seller until the Closing, andshall thereafter be upon Purchaser.

## 15.08       GoverningLaw.  The validity, interpretationand effect of this Agreement shall be governed exclusively by the laws of theState of Ohio.

## 15.09       DisputeResolution.

### (a)           Ifany issue, dispute, claim or controversy should arise out of or relate to thisAgreement involving the parties hereto (“Dispute”) and the partieshereto are unable to resolve the Dispute on or before the thirtieth (30th) dayfollowing written notice of such Dispute by a party to the other party, whichnotice describes in reasonable detail the nature of the Dispute and the factsand circumstances relating thereto, Purchaser shall nominate a member of itssenior management team and Seller shall nominate a member of its seniormanagement team for the purpose of a meeting between such representatives at amutually agreeable time and place to resolve such Dispute.  Such meeting shall take place on or beforeforty-five (45) days following the date of the notice of the Dispute by a partyto the other party, and if the Dispute has not been resolved within fifteen(15) days following such meeting, any party may submit such Dispute to bindingarbitration under this Section 15.09.

### (b)           Upondemand of any party hereto made within thirty (30) days after the expiration ofthe fifteen (15)-day period provided in Section 15.09(a), any Dispute shall beresolved by binding arbitration as provided herein.  A party may demand and commence arbitrationby delivering to the other party an arbitration notice (“Arbitration Notice”)that includes a general description of the Dispute and a reference to the factthat such Dispute is being referred to arbitration under this Section 15.09.

### (c)           Promptlyfollowing the delivery of an Arbitration Notice, the parties hereto shallrequest the American Arbitration Association to designate three disinterestedarbitrators pursuant to its Commercial Arbitration Rules (“AAA Rules”).  If any arbitrator resigns, becomesincapacitated, or otherwise refuses or fails to serve or to continue to serveas an arbitrator, the parties hereto shall request the American ArbitrationAssociation to designate a successor pursuant to the AAA Rules.

### (d)           Thearbitration shall be conducted in the English language in Dayton, Ohio.  The arbitrators shall set the date, the time,and the place of hearing, which must commence on or before ninety (90) daysfollowing the designation of the third arbitrator.  The arbitration shall be conducted under theAAA Rules not inconsistent with the provisions of the Agreement.  In connection with any such arbitration, thearbitrators shall construe the Agreement in a manner consistent with the choiceof law provisions set forth herein.  Thearbitrators shall render their decision on or before ninety (90) days followingthe commencement of the hearing.  Thearbitrators’ decision shall be set forth in writing that

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includes an allocation of the fees and expenses of thearbitrators to the parties and of the legal fees and costs of the parties inconnection with the Dispute based on the relative extent to which they do notprevail on their positions.  Each partyagainst which the decision assesses a monetary obligation shall pay thatobligation on or before thirty (30) days following the announcement of thedecision or such other date as the decision may provide.  The decisions of the arbitrators are finaland binding on all parties hereto and are not subject to appeal.  The decisions of the arbitrators may beenforced in any court of competent jurisdiction, and any party may authorizeany such court to enter judgment on the arbitrators’ decisions.  Pending the outcome of any arbitrationconducted pursuant to this Section 15.09, the parties shall be obligated tocontinue to perform their respective obligations hereunder.  Except as provided in any arbitrators’decision rendered in accordance with this Section 15.09, each of the partieshereby undertakes to carry out without delay the provisions of any arbitralaward or decision and to bear its own legal fees and costs in connection withany Dispute.

### (e)           Notwithstandingthe binding arbitration provisions in this Section 15.09, the parties heretoagree to preserve, without diminution, the following remedies that the partiesmay employ or exercise freely, independently or in connection with anarbitration proceeding or after an arbitration action is brought.  Each party shall have the right to proceed inany court of proper jurisdiction or by self-help to exercise or prosecute thefollowing remedies:  (a) all rights toobtain possession of property; (b) all rights to foreclose against any propertyor other security by exercising a power of sale granted under the Agreement orunder applicable Law or by a judicial foreclosure and sale; (c) all rights ofself-help including set-off and peaceful possession of personal property; and(d) obtaining provisional or ancillary remedies including injunctive relief,sequestration, garnishment, attachment, appointment of a receiver and filing aninvoluntary bankruptcy proceeding. Preservation of these remedies does not limit the power of thearbitrators to grant similar remedies.

## 15.10       PressReleases.  Pending Closing, allnotices to third parties and all other publicity relating to the transactionscontemplated by this Agreement shall be jointly planned, coordinated, andagreed to by Purchaser and Seller, except to the extent disclosures arerequired by Law.

## 15.11       U.S.Dollars.  All amounts expressed inthis Agreement and all payments required by this Agreement are in United Statesdollars.

## 15.12       Survival.  All representations and warranties made byany party in this Agreement shall be deemed made for the purpose of inducingthe other party to enter into this Agreement and shall survive the Closing,subject to Section 12.02(a) hereof.

## 15.13       Notices.  (a) All notices, requests, demands and other communications under thisAgreement shall be in writing and delivered in person or by air courier, orsent by facsimile or sent by certified mail, postage prepaid, and properlyaddressed as follows:

To The Seller:

DPL Energy, LLC

1065 Woodman Drive

Dayton, OH  45432

Fax:  (937) 259-7848

Attention:  Gary G. Stephenson

 

With Copy To:

Winston & Strawn LLP

1700 K Street, NW

Washington, DC  20006

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Fax:  (202) 282-5100

Attention:  Gerald P. Farano

 

To Purchaser:

Buckeye Power,Inc.

6677 BuschBoulevard

Columbus, Ohio43229

Fax: (614)846-7108

Attention: PatrickO’Loughlin

 

With Copy To:

Thompson Hine LLP

10 West Broad St.

Columbus, Ohio43215

Fax: (614)469-3361

Attention: Kurt P.Helfrich

 

### (b)            Any party may from time to timechange its address for the purpose of notices to that party by a similar noticespecifying a new address, but no such change shall be deemed to have been givenuntil it is actually received by the party sought to be charged with itscontents.

### (c)            All notices and other communicationsrequired or permitted under this Agreement which are addressed as provided inthis Section 15.13 if delivered personally or by air courier, shall beeffective upon delivery; if sent by facsimile, shall be delivered upon receiptof proof of transmission and if delivered by mail, shall be effective upondeposit in the United States mail, postage prepaid.

## 15.14       NoThird Party Beneficiaries.  ThisAgreement is solely for the benefit of Seller and its successors and permittedassigns with respect to the obligations of Purchaser under this Agreement, andfor the benefit of Purchaser and its successors and permitted assigns withrespect to the obligations of Seller under this Agreement.  This Agreement shall not be deemed to conferupon or give to any other third party any remedy, claim, liability,reimbursement, cause of action or other right.

## 15.15       Jurisdictionand Consent to Service.  Subject tothe provisions of Section 15.09, each of Seller and Purchaser (i) agrees thatany suit, action or proceeding arising out of or relating to this Agreementshall be brought solely in the state or federal courts of the State of Ohio;(ii) consents to the exclusive jurisdiction of each such court in any suit,action or proceeding relating to or arising out of this Agreement; (iii) waivesany objection that it may have to the laying of venue in any such suit, actionor proceeding in any such court; and (iv) agrees that service of any courtpaper may be made in such manner as may be provided under applicable laws orcourt rules governing service of process.

## 15.16       WAIVEROF A JURY TRIAL.  EACH OF THE PARTIESHERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGALPROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSCONTEMPLATED HEREBY.

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## 15.17       NoPresumption Against Drafter.  Each ofthe parties hereto has jointly participated in the negotiation and drafting ofthis Agreement.  In the event of anambiguity or a question of intent or interpretation arises, this Agreementshall be construed as if drafted jointly by each of the parties hereto and nopresumptions or burdens of proof shall arise favoring any party by virtue ofthe authorship of any of the provisions of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executedthis Asset Purchase Agreement the day and year first above written.
|            | **DPL ENERGY, LLC** |
|------------|---------------------|
| ** ** | ** **          |
| ** ** | ** **          |
|       | By:                 |   |
|       | Title:              |   |

 

 
| **.**      | **BUCKEYE POWER, INC.** |
|------------|-------------------------|
| ** ** | ** **              | ** ** |
| ** ** | ** **              | ** ** |
|       | By:                     |   |
|       | Title:                  |   |

 

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**Exhibits and Schedules**

 
| **Exhibit** |   | **Description**                                        |
|-------------|--------|--------------------------------------------------------|
|        |   |                                                   |
| A           |   | Parent Guaranty                                        |
| B           |   | Form of General Warranty Deed                          |
| C           |   | Form of Easements Assignment and Assumption  Agreement |
| D           |   | Form of Bill of Sale                                   |
| E           |   | Form of Assignment and Assumption Agreement            |
| F           |   | Form of O&M Transition Services Agreement          |

 

 

 
| **Schedule** |   | **Description**                                      |
|--------------|--------|------------------------------------------------------|
|         |   |                                                 |
| I            |   | Facility                                             |
| II           |   | Retained Inventory                                   |
| III          |   | Retained Materials                                   |
| IV           |   | Real Property                                        |
| V            |   | Real Property Leases                                 |
| VI           |   | Easements                                            |
| VII          |   | Additional Contracts                                 |
| VIII         |   | Assigned Intellectual Property                       |
| IX           |   | Assigned Permits                                     |
| X            |   | Proprietary Items                                    |
| XI           |   | Other Retained Assets                                |
| 2.07         |   | Allocation of Purchase Price                         |
| 5.02         |   | Permitted Contracts and Expenditures Pending Closing |
| 6.01         |   | Preliminary Title Report                             |
| 7.03         |   | Seller’s Required Consents and Approvals        |
| 7.04         |   | Brokers                                              |
| 7.05         |   | Required Assets                                      |
| 7.06(a)      |   | Material Contracts                                   |
| 7.06(b)      |   | Retained Contracts                                   |
| 7.07         |   | Insurance                                            |
| 7.08         |   | Permitted Real Estate Exceptions of Record           |
| 7.09         |   | Liens Against Personal Property                      |
| 7.10         |   | Intellectual Property Infringement                   |
| 7.11         |   | Litigation                                           |
| 7.12         |   | Compliance with Laws                                 |
| 7.13         |   | Employees                                            |
| 7.14         |   | Taxes                                                |
| 7.15         |   | Licenses and Permits                                 |
| 7.16         |   | Environmental Compliance                             |
| 8.03         |   | Purchaser’s Required Consents and Approvals     |
| 9.03         |   | Material Adverse Effects                             |

 

38

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