** **

**Exhibit10(xx)**

***ExecutionCopy***

**ASSETPURCHASE AGREEMENT**

dated November 28, 2006

By and Between

DPL Energy, LLC

and

Columbus Southern Power Company

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**TABLE OF CONTENTS**
|                                                                                     | ** ** | **Page** |
|-------------------------------------------------------------------------------------|------------|----------|
| ARTICLE I Definitions                                                               |       | 1        |
|                                                                                |       |     |
| 1.01 Definitions                                                                    |       | 1        |
| 1.02 Interpretation                                                                 |       | 11       |
| 1.03 Knowledge                                                                      |       | 11       |
|                                                                                |       |     |
| ARTICLE II Purchase and Sale, Purchase Price,  Allocation and Other Related Matters |       | 12       |
|                                                                                |       |     |
| 2.01 Purchase  and Sale                                                             |       | 12       |
| 2.02 Purchase  Price                                                                |       | 12       |
| 2.03 Assumed  Liabilities.                                                          |       | 12       |
| 2.04 Sales and  Transfer Taxes                                                      |       | 13       |
| 2.05 Allocation  of Purchase Price                                                  |       | 13       |
| 2.06 Prorations                                                                     |       | 13       |
|                                                                                |       |     |
| ARTICLE III Closing and Closing Date Deliveries                                     |       | 13       |
|                                                                                |       |     |
| 3.01 Closing                                                                        |       | 13       |
| 3.02 Closing  Deliveries by Seller                                                  |       | 14       |
| 3.03 Closing  Deliveries by Purchaser                                               |       | 15       |
| 3.04 Cooperation                                                                    |       | 15       |
|                                                                                |       |     |
| ARTICLE IV Pre-Closing Filings                                                      |       | 16       |
|                                                                                |       |     |
| 4.01 Government  Approvals; Consents                                                |       | 16       |
| 4.02 HSR and  Other Filings                                                         |       | 16       |
| 4.03 FERC  Regulatory Filing.                                                       |       | 17       |
| 4.04 Cooperation  in Regulatory Review Process                                      |       | 17       |
| 4.05 Conditions  or Limitations                                                     |       | 17       |
| 4.06 PJM  Notification of Sale and Scheduling and Bidding for day of Closing.       |       | 17       |
|                                                                                |       |     |
| ARTICLE V Covenants                                                                 |       | 18       |
|                                                                                |       |     |
| 5.01 Due  Diligence Review                                                          |       | 18       |

 

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| 5.02 Pending Closing                                      |   | 18     |
|-----------------------------------------------------------|--------|--------|
| 5.03 Consents                                             |   | 19     |
| 5.04  Environmental Assessments                           |   | 19     |
| 5.05 Notice of  Breach                                    |   | 20     |
| 5.06 Workforce                                            |   | 20     |
| 5.07  Cooperation.                                        |   | 20     |
| 5.08 Tax Matters                                          |   | 21     |
| 5.09 Market  Power Study                                  |   | 23     |
| 5.10 Microwave  Tower and Substation Easement Agreement   |   | 23     |
|                                                      |   |   |
| ARTICLE VI Title and Survey                               |   | 23     |
|                                                      |   |   |
| 6.01 Pre-Closing  Title Policy and Survey Delivery        |   | 23     |
|                                                      |   |   |
| ARTICLE VII Warranties and Representations of the  Seller |   | 24     |
|                                                      |   |   |
| 7.01  Organization and Good Standing                      |   | 24     |
| 7.02 Authority                                            |   | 25     |
| 7.03 No  Violations and Consents                          |   | 25     |
| 7.04 Brokers                                              |   | 25     |
| 7.05 Required  Assets                                     |   | 26     |
| 7.06 Contracts                                            |   | 26     |
| 7.07 Insurance                                            |   | 27     |
| 7.08 Title to  Real Property                              |   | 27     |
| 7.09 Title to  Purchased Assets                           |   | 27     |
| 7.10  Intellectual Property                               |   | 27     |
| 7.11 Litigation                                           |   | 28     |
| 7.12 Compliance  With Laws                                |   | 28     |
| 7.13 Labor  Matters                                       |   | 28     |
| 7.14 Taxes                                                |   | 28     |
| 7.15 Licenses  and Permits                                |   | 28     |
| 7.16  Environmental Compliance                            |   | 29     |
| 7.17 No Misrepresentation  in Due Diligence Materials     |   | 29     |
| 7.18 Properties.                                          |   | 29     |
| 7.19 Absence of  Material Adverse Effect                  |   | 30     |

 

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| 7.20 Disclaimer of  Warranties                                |   | 30     |
|---------------------------------------------------------------|--------|--------|
| 7.21 Good  Utility Practice                                   |   | 30     |
|                                                          |   |   |
| ARTICLE VIII Warranties and Representations of the  Purchaser |   | 30     |
|                                                          |   |   |
| 8.01 Due  Incorporation                                       |   | 30     |
| 8.02 Authority                                                |   | 30     |
| 8.03 No  Violations                                           |   | 31     |
| 8.04 Brokers                                                  |   | 31     |
| 8.05 Litigation                                               |   | 31     |
| 8.06 Financing                                                |   | 31     |
|                                                          |   |   |
| ARTICLE IX Conditions to Closing Applicable to  Purchaser     |   | 31     |
|                                                          |   |   |
| 9.01 No  Termination                                          |   | 31     |
| 9.02 Bring-Down  of Seller Warranties                         |   | 31     |
| 9.03 No Material  Adverse Effect                              |   | 32     |
| 9.04 Pending  Actions                                         |   | 32     |
| 9.05 Consents  and Approvals                                  |   | 32     |
| 9.06 HSR Act                                                  |   | 32     |
| 9.07 All  Necessary Documents                                 |   | 32     |
| 9.08 Title  Policy                                            |   | 32     |
| 9.09 Estoppel  Certificates                                   |   | 33     |
|                                                          |   |   |
| ARTICLE X Conditions to Closing Applicable to Seller          |   | 33     |
|                                                          |   |   |
| 10.01 No  Termination                                         |   | 33     |
| 10.02 Bring-Down  of Purchaser Warranties                     |   | 33     |
| 10.03 Pending  Actions                                        |   | 33     |
| 10.04 Consents  and Approvals                                 |   | 33     |
| 10.05 HSR Act                                                 |   | 33     |
| 10.06 All  Necessary Documents                                |   | 34     |
|                                                          |   |   |
| ARTICLE XI Termination                                        |   | 34     |
|                                                          |   |   |
| 11.01  Termination                                            |   | 34     |
| 11.02 Effect of  Termination                                  |   | 34     |
|                                                          |   |   |
| ARTICLE XII Indemnification                                   |   | 35     |

 

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| 12.01 Seller Indemnification                                |   | 35     |
|-------------------------------------------------------------|--------|--------|
| 12.02 Purchaser  Indemnification                            |   | 35     |
| 12.03 Limitation                                            |   | 35     |
| 12.04  Indemnification Notice                               |   | 37     |
| 12.05  Indemnification Procedure                            |   | 37     |
| 12.06 Effect of  Indemnity Payments                         |   | 38     |
|                                                        |   |   |
| ARTICLE XIII Confidentiality                                |   | 38     |
|                                                        |   |   |
| 13.01  Confidentiality of Materials                         |   | 38     |
| 13.02 Remedy                                                |   | 39     |
|                                                        |   |   |
| ARTICLE XIV Certain Other Understandings                    |   | 39     |
|                                                        |   |   |
| 14.01 Post  Closing Access to Records and Records Retention |   | 39     |
| 14.02 Consents  Not Obtained at Closing                     |   | 40     |
| 14.03 Avoidance  of Double Withholding Taxes                |   | 40     |
| 14.04  Use/Removal of Trademarks, Etc.                      |   | 40     |
| 14.05  Supplemental Disclosure Schedule                     |   | 40     |
|                                                        |   |   |
| ARTICLE XV Miscellaneous                                    |   | 41     |
|                                                        |   |   |
| 15.01 Cost and  Expenses                                    |   | 41     |
| 15.02 Entire  Agreement                                     |   | 41     |
| 15.03  Counterparts                                         |   | 41     |
| 15.04  Assignment, Successors and Assigns                   |   | 41     |
| 15.05 Savings  Clause                                       |   | 42     |
| 15.06 Headings                                              |   | 42     |
| 15.07 Risk of  Loss                                         |   | 42     |
| 15.08 Governing  Law                                        |   | 42     |
| 15.09 Dispute  Resolution.                                  |   | 42     |
| 15.10 Press  Releases                                       |   | 44     |
| 15.11 U.S.  Dollars                                         |   | 44     |
| 15.12 Survival                                              |   | 44     |
| 15.13 Notices                                               |   | 44     |
| 15.14 No Third  Party Beneficiaries                         |   | 45     |
| 15.15  Jurisdiction and Consent to Service                  |   | 45     |
| 15.16 WAIVER OF  A JURY TRIAL                               |   | 46     |
| 15.17 No  Presumption Against Drafter                       |   | 46     |
| 15.18 Parent  Guaranty                                      |   | 46     |

 

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**ASSET PURCHASE AGREEMENT**

This Asset Purchase Agreement made and entered intothis 28th day of November, 2006 (this “Agreement”) by and betweenColumbus Southern Power Company, an Ohio corporation (“Purchaser”), andDPL Energy, LLC, an Ohio limited liability company (“Seller”).

Recitals:

A.            Sellerowns a peaking power generation facility, the Darby Facility,  as more fully described herein (collectively,the “Facility”).

B.            Sellerdesires to sell the Facility and the assets and properties relating to the Facilityhereinafter described as Purchased Assets and Purchaser desires to acquire thePurchased Assets, on the terms and subject to the conditions hereinafter setforth.

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

# ARTICLE IDefinitions

## 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(c).

 “Affiliate”shall mean a Person which, directly or indirectly is controlled by, controls,or is under common control with another Person. As used in the preceding sentence, “control” shall mean (i) theownership of more than 50% of the voting securities or other voting interest ofany Person or (ii) the possession, directly or indirectly, of the power todirect or cause the direction of the management and policies of such Person,whether through the ownership of voting securities, by contract or otherwise.

“Arbitration Notice” has the meaning set forthin Section 15.09(b).

“Agreement” has the meaning set forth in thefirst paragraph hereof.

“Assumed Liabilities” has the meaning set forthin Section 2.03(b).

“Assumption Agreement” has the meaning setforth in Section 3.03(d) hereof.

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

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

“Code” shall mean the Internal Revenue Code of1986, as amended, and the rules and regulations promulgated thereunder.

“Compensation Agreement” shall mean theagreement between Seller and Westfall Local Schools, dated June 30, 2000, andattached as Exhibit F.

“Cure Period” has the meaning set forth inSection 6.01(c).

“Darby Facility” means the gas-fired facility,with oil-firing capability,  and relatedfacilities, equipment, and near Mount Sterling, Ohio in Pickaway County, ownedby Seller, including but not limited to six GE 7EA simple cycle combustionturbines.

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

“Disclosure Schedules” shall mean thedisclosure schedules attached to this Agreement.

“Dispute” has the meaning set forth in Section15.09(a).

“DOJ” shall mean the United States Departmentof Justice.

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

“Due Diligence Materials” means those duediligence materials relating to the Facility and made available to Purchaser inthe virtual data room for the Facility, including that certain informationmemorandum dated May 2006.  Note:    DPL to update materials in data room withsupplemental materials provided to AEP.

“Effective Time” shall mean 9:00 a.m. localtime at the Facility on the Closing Date.

“Enterprise Zone Agreement” shall mean thatEnterprise Zone Agreement No. 361-00-01 executed as of August 15, 2000, betweenPickaway County, Ohio, and Seller including amendments and attached as ExhibitG.

“Environmental Laws” shall mean any federal,state, local, or foreign law, statute, common law, ordinance, rule, regulation,code, treaty or international agreement having the force of law, license,Permits, authorization, approval, consent, judicial or administrative order,judgment, decree, directive, injunction, requirement, or agreement with anyGovernmental Authority relating to (a) the pollution, protection, preservation,or restoration of the environment

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(includingair,  surface water, groundwater,drinking water supply, surface land, subsurface land, structures, plant andanimal life, or any other natural resource), (b) human health or safety, or (c)the exposure to, or the use, storage, recycling, treatment, generation,transportation, processing, handling, labeling, production, distribution,disposal, release, or threatened release, of Hazardous Substances (includingreleases to ambient air, surface water, groundwater, land, surface andsubsurface strata), including, but not limited to: the ComprehensiveEnvironmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 etseq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; theFederal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean AirAct, 42 U.S.C. § 7401 et seq.; the Hazardous Materials Transportation Act, 49U.S.C. § 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the EmergencyPlanning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.; the SafeDrinking Water Act, 42 U.S.C. §§ 300f through 300j; the Occupational Safety andHealth Act, 29 U.S.C. § 651 et seq.; the Surface Mining Control and ReclamationAct of 1977, 30 U.S.C. § 1201 et seq.; the Federal Insecticide, Fungicide, andRodenticide Act, 7 U.S.C. § 136 et seq.; and any similar state or federal law.

 “Facility”has the meaning set forth in the Recitals hereto.

“FERC” means the Federal Energy RegulatoryCommission.

“FERC Regulatory Filing” has the meaning setforth in Section 4.03.

“FTC” shall mean the Federal Trade Commission.

“Gas Feeder Line” shall mean that gas feederline consisting of approximately 3,200 feet of 20-inch pipe from the Columbiatap to the gas regulator station located at the Facility.

“Good Utility Practice” shall mean any of thepractices, methods and acts engaged in or approved by a significant portion ofthe electric utility industry during the relevant time period, or any of thepractices, methods and acts which, in the exercise of reasonable judgment inlight of the facts known at the time the decision was made, could have beenexpected to accomplish the desired result at a reasonable cost consistent withgood business practices, reliability, safety and expedition.  Good Utility Practice is not intended to belimited to the optimum practice.

“Governmental Approval” shall mean a SellerGovernmental Approval or a Purchaser Governmental Approval, as the case may be.

“Governmental Authority” shall mean thegovernment of the United States or any foreign country or any state orpolitical subdivision thereof, any tribal authority and any department,commission, agency, bureau, entity, body or authority exercising executive,legislative, judicial, regulatory or administrative functions of or pertainingto government,

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includingany quasi-governmental entities established to perform such functions.

“Hazardous Substances” shall mean any substancepresently listed, defined, designated, or classified as a contaminant,hazardous substance, toxic substance, hazardous waste or special waste, or thatis otherwise regulated under any Environmental Law, including petroleumproducts, asbestos, urea formaldehyde foam insulation, and lead-containingpaints or coatings.

“HSR Act” shall mean the Hart-Scott-RodinoAntitrust Improvements Act of 1976, as amended, and the rules and regulationspromulgated thereunder.

“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.

“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 anystatute, law, ordinance, executive order, rule, or regulation (including aregulation that has been formally promulgated in a rule making proceeding but,pending final adoption, is in proposed or temporary form having force of law);notice having force of law; or judgment, order, decree, injunction, or writ ofany Governmental Authority, as in effect from time to time.

“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, collateral assignment, mineral interest,claim, right of any third party, easement, encroachment or other encumbrance.

“Material Adverse Effect” shall mean any changein, or effect on, the Purchased Assets related to the Facility or on theownership, operation, maintenance, or repair of such Purchased Assets ascurrently conducted by Seller, or on the ability to make sales of power andancillary services from the Facility and arrange for the transmission thereof,that is or is reasonably likely to be materially adverse to the condition,value, utility, or useful life of the Purchased Assets related to suchFacility, after giving effect to this Agreement, other than changes or effectscaused by or resulting from (i) conditions affecting the electric generationindustry generally, (ii) United States or global economic conditions orfinancial markets generally, or (iii) the announcement of the transactionscontemplated by this Agreement.

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“Microwave Tower” shall mean that microwavetower and related equipment owned by DP&L and located at the Facility.

“Microwave Tower and Substation Easement Agreement”shall mean the easement agreement in substantially the form attached hereto asExhibit A by and between DP&L and Purchaser pursuant to which Purchaserwill grant to DP&L a right of access to the Microwave Tower and theSubstation on the terms and conditions set forth therein.

“Non-Assumed Liabilities” has the meaning setforth in Section 2.03(b).

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

“Objection Notice” has the meaning set forth inSection 6.01(c).

“Parent Guaranty”shall mean that certain Guaranty dated as of the date hereof executed by DPLInc. in favor of Purchaser, as supplemented and amended from time to time, aform of which is attached hereto as Exhibit D.

 “Permits” shall mean permits, consents,licenses, franchises, certificates, authorizations, registrations, or waivers,extensions, renewals, or variances relating thereto, in each case issued by anyGovernmental Authority.

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

### (a)           liens or encumbrances securing theAssumed Liabilities;

### (b)           all liens for Taxes, assessments,both general and special, and other governmental charges which are not due andpayable as of the Closing Date;

### (c)           all building codes and zoningordinances and other Laws of any Governmental Authority heretofore, now orhereafter enacted, made or issued by any such Governmental Authority affectingthe Real Property;

### (d)           the easements, rights-of-way,covenants, conditions, restrictions, reservations, licenses, agreements, andother similar matters of record in the appropriate governmental offices that donot materially impair the value or the utility of the Purchased Assets;

### (e)           all encroachments, overlaps, boundaryline disputes, shortages in area, drainage and other easements, cemeteries andburial grounds and other similar matters that do not materially impair thevalue or the utility of the Purchased Assets;

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### (f)            all electric, telephone, gas,sanitary sewer, storm sewer, water and other utility lines, pipelines, servicelines and facility of any nature now located on, over or under the RealProperty, and all licenses, easements, rights-of-way and other similaragreements relating thereto that do not materially impair the value or theutility of the Purchased Assets;

### (g)           all existing public and private roadsand streets (whether dedicated or undedicated), and all railroad lines andrights-of-way affecting the Real Property that do not materially impair thevalue or the utility of the Purchased Assets;

### (h)           all rights with respect to theownership, mining, extraction and removal of minerals of whatever kind andcharacter (including all coal, iron ore, oil, gas, sulfur, methane gas in coalseams, limestone and other minerals, metals and ores) which have been granted,leased, excepted or reserved prior to the date hereof that do not materiallyimpair the value or the utility of the Purchased Assets; and

### (i)            mechanic’s and materialmen’s liensfor construction in progress and workmen’s, repairmen’s, warehousemen’s andcarrier’s liens arising in the ordinary course of business securing obligationsnot yet due.

“Permitted Real Estate Exceptions” has themeaning set forth in Section 6.01(a).

“Person” shall mean any natural person,corporation, limited liability company, partnership, joint venture, trust,association or unincorporated entity of any kind and any Governmental Authorityor instrumentality.

“Phase I EnvironmentalSite Assessment” has the meaning set forth in Section 5.04.

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

“Proration Period” has the meaning set forth inSection 2.05.

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

“Purchased Assets” shall mean the followingdescribed assets, rights and properties owned by Seller or in which Seller hasan interest as of the date hereof or may prior to the Closing Date acquire aninterest, and used exclusively in connection with the Facility, except for theRetained Assets:

#### (i)            thedeposits and advances, prepaid expenses and other prepaid items of Seller underany of the Purchased Contracts;

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#### (ii)           exceptas otherwise set forth on Schedule I, all inventories (including inventories ofraw materials, work-in-progress and finished goods), the tangible assets,machinery and equipment (including the metering equipment located on thatportion designated as property of “DPL Energy” on the single-line diagramattached hereto as Exhibit C, turbine generator units, gas fuel conditioningfacility, transformers and other electrical switchgear, pumps, piping andfittings, and including also the fuel forwarding skids moved to the Facility inconnection with the transactions contemplated herein), tools, dies, molds,spare parts as set forth on Schedule IA, vehicles, transportation equipment,furniture and office equipment, construction-in-progress, computer hardware andcomputer software located at the Facility, lubricants, chemicals, fluids, andoils owned by Seller located on the Properties or otherwise held or used in theownership, operation, maintenance or repair of the Properties, Facility orInventory or in the pursuit of transactions under the Purchased Contracts (“Inventory”);

#### (iii)          (A)the Seller’s rights, title and interest in and to the real properties(including easements, rights-of-way and water rights) described in Schedule II(“Real Property”) together with all buildings, other improvements,fixtures and appurtenances, and all other rights, privileges and entitlementsthereunto belonging or appertaining and (B) Seller’s right, title, and interestin and to the real property leases described in Schedule III (together with theReal Property, the “Properties”);

#### (iv)          theSeller’s rights, title and interest in and under the Purchased Contracts andany claims thereunder;

#### (v)           theSeller’s right, title and interest in and to the following intellectualproperty to the extent related to the Purchased Assets: copyrights, copyrightregistrations, copyright applications; patent rights (including issued patents,applications, divisions, continuations and continuations-in-part, reissues, patentsof addition, utility models and inventors’ certificates); trade secrets,proprietary manufacturing information and inventions, drawings and designs;customer and vendor lists, the goodwill associated with any of the foregoingand the rights of Seller as licensee under licenses with respect to any of theforegoing;

#### (vi)          unexpiredwarranties, if any, as of the Effective Time from third Persons (and claimsthereunder) which relate specifically to any of the Purchased Assets and whichare transferable to Purchaser;

#### (vii)         theright of Seller to receive, to the extent transferable, Tax exemptions, Taxcredits, Tax reductions, Tax rebates, or other amounts from a GovernmentalAuthority with respect to the Purchased Assets, and all pending applicationstherefor, that are attributable to the ownership or operation of the PurchasedAssets after Closing;

#### (viii)        rightsto insurance proceeds not received before the Effective Time

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#### relating to any insured loss of the Purchased Assets incurred beforethe Effective Time, less any costs incurred by Seller or any of its Affiliatesbefore the Effective Time in the investigation or repair of damage from anysuch loss;

#### (ix)           anyPermits of the Seller relating to the Purchased Assets, and all pendingapplications for the issuance or renewal of any of the same, to the extent anyof the same are transferable or assignable to the Purchaser;

#### (x)            allexisting allowances for air and water emissions and all greenhouse gas, NOx,and other similar credits, and all pending applications therefor, relating tothe Facility to the extent any of the same are transferable or assignable tothe Purchaser; provided, however, that this provision is notintended to apply to unused NOx allowances for 2005 and 2006 that are removedby the Ohio EPA from the Seller’s accounts prior to Closing;

#### (xi)           Atleast one copy (in its existing hard copy or electronic form) of each of thefollowing:  the operating and maintenancerecords; maintenance plans and schedules; operating, safety and maintenancemanuals; engineering design plans and specifications; construction records asto what was built and where it was built; blueprints and as-built drawings;procedures; environmental data and reports; governmental filings; andinspection and test reports related to the Facility or concerning the PurchasedAssets, whether or not exclusively related, that are in Seller’s possession(subject to the right of Seller to redact information in such records that isnot related to the Facility and the Purchased Assets and to retain archivalcopies).  This is not to include thirdparty proprietary items for which consent to transfer cannot be obtained aslisted on Schedule IV and accounting records of Seller.  The foregoing is not intended to requireSeller to modify or reformat any of the information provided pursuant to thissubparagraph or to search or produce database or email archives, routinecorrespondence, SEC or FERC filings, records relaing to internal projectapprovals, negotiations with contractors or vendors, or any other materialsthat are not necessary to the future ownership, operation or maintenance of theFacility or the Purchased Assets.

#### (xii)          theSeller’s right, title and interest in and to the Gas Feeder Line.

“Purchased Contracts” means those contractsdescribed on Schedule 7.06(a) hereto.

“Purchaser” has the meaning set forth in thefirst paragraph hereof.

“Purchaser Governmental Approval” shall meanthe consents, approvals, filings, notices, authorizations and other actionsdisclosed in Schedule 8.03 and the applicable requirements of the HSR Act.

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“Real Property” has the meaning set forth inclause (iii) of the definition of “Purchased Assets.”

“Retained Assets” shall mean the followingdescribed assets, rights and properties of Seller or, as specifically denotedbelow, DP&L:

(i)            allcash and cash equivalents, including bank overdrafts and marketable securities;

(ii)           anyaccounts receivable or intercompany obligations owed to Seller by any Affiliateof Seller other than those under any Purchased Contract;

(iii)          allinsurance policies of Seller or acquired or assumed by Seller prior to theClosing Date pertaining to the Facility and (except for claims described inclause (viii) of the definition of Purchased Assets) all rights of Seller ofevery nature and description under or arising out of such insurance policies;

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

(v)           claimsfor refunds (including any refunds that may be associated with contested taxitems related to Units 5 and 6 of the Facility) of Taxes paid by Seller (exceptfor items described in clause (vii) of the definition of Purchased Assets);

(vi)          allpast, present and future claims, causes of action, choses in action, rights ofrecovery and rights of set-off of any kind, except to the extent related to orarising under the Purchased Contracts or otherwise included in the definitionof Purchased Assets or to the extent, but only to the extent, such claims orcauses of action offset the liabilities assumed by Purchaser pursuant to thisAgreement;

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

(viii)        allrights of Seller under this Agreement and the agreements and instrumentsdelivered to Seller by Purchaser pursuant to this Agreement;

(ix)           theSeller’s corporate seal, minute books and stock record books, the generalledgers and books of original entry, all income Tax returns and other incomeTax records, reports, data, files and documents;

(x)            theMicrowave Tower and the Substation, and such other equipment related theretothat is owned by DP&L and located on or adjacent to the Real Property;

(xi)           theRetained Contracts; and

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(xii)          theother assets listed on Schedule V.

“Retained Contracts” means those contractsdescribed on Schedule 7.06(b).

“Sales Tax” shall mean any sales, use, valueadded, excise, and other similar Tax, if any, together with all recording orfiling fees, notarial fees, and other similar costs that may be imposed upon,or payable, collectible, or incurred in connection with or as a result of thetransfer of the Purchased Assets to Purchaser.

“Seller” has the meaning set forth in the firstparagraph hereof.

“Seller Governmental Approval” shall mean theconsents, approvals, filings, notices, authorizations and other actionsdisclosed in Schedule 7.03 and the applicable requirements of the HSR Act.

“Seller’s Federal Tax Owner” shall mean DPLInc., an Ohio corporation.

“Substation” shall mean that Darby AdkinsSubstation owned by DP&L and located at the Facility.

“Supplemental Disclosure Schedule” has themeaning set forth in Section 14.05.

“Survey” shall have the meaning set forth inSection 6.01(b).

“Tax Incentive Donation Agreement” shall meanthe agreement between Seller and Darby Township, dated July 17, 2000, andattached as Exhibit H.

“Tax Proceeding” or “TaxProceedings” has the meaning set forth in Section 5.08(e).

“Taxes” shall mean all federal, state, local,or foreign taxes, charges, fees, duties (including custom duties), levies orother assessments, including income, alternative or add-on, gross receipts, netproceeds, capital gains, real or personal ad valorem, turnover, real andpersonal property (tangible and intangible), sales, use, franchise, excise,value added, stamp, leasing, lease, user, transfer, title, documentary, registration,fuel, excess profits, occupational, interest equalization, windfall profits,license, payroll, environmental (including Taxes under Code section 59A),capital stock, disability, severance, employee’s income withholding, otherwithholding unemployment and Social Security taxes, which are imposed by anyGovernmental Authority.  “Taxes” shallinclude (i) any liability for the payment of any amounts described in thepreceding sentence or as a result of being a member of an affiliated,consolidated, combined, or unitary group for any taxable period, (ii) anyliability for the payment of any amount described in the preceding sentence asa result of being a Person required to withhold or collect

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Taxesimposed on another Person, (iii) any liability for the payment of any amountdescribed in the preceding sentence or in clause (i) of (ii) of this sentenceas a result of being a transferee of, or successor in interest to, any Personor as a result of an express or implied obligation to indemnify any Person, and(iv) any and all interest, penalties, additions to tax, or additional amountsimposed in connection with or with respect to any amount described in thisdefinition.

“Taxing Authority” shall mean with respect to any Tax,the Governmental Authority or political subdivision thereof that imposes suchTax, and the agency (if any) charged with the collection of such Tax for suchentity or subdivision, or any agency that grants or administers any exemption,abatement, rebate, or reduction of any Tax or any credit with respect thereto.

“Threshold” has the meaning set forth inSection 12.03(b).

“Title Policy” shall have the meaning set forthin Section 6.01(a).

“Transfer Taxes” shall mean any transfer, realproperty transfer, goods and services, recordation, documentary, stamp duty,gross receipts, excise, and conveyance Tax and other similar Tax, duty, fee orcharge (other than Sales Taxes), as levied by any Taxing Authority inconnection with or as a result of the transfer of the Purchased Assets toPurchaser.

## 1.02         Interpretation.  Unless the context of this Agreementotherwise requires, (a) words of any gender shall be deemed to includeeach other gender, (b) words using the singular or plural number shall alsoinclude the plural or singular number, respectively, (c) references to“hereof”, “herein”, “hereby” and similar terms shall refer to this entireAgreement; (d) the words “include” and “including” mean “including withoutlimitation”, (e) all references in this Agreement to Articles, Sections,Schedules and Exhibits shall mean and refer to Articles, Sections, Schedulesand Exhibits of this Agreement, (f) all references to statutes and relatedregulations shall include all amendments of the same and any successor orreplacement statutes and regulations, (g) references to any Person shall bedeemed to mean and include the successors and permitted assigns of such Person(or, in the case of a Governmental Authority, Persons succeeding to therelevant functions of such Person), and (h) references to any agreement shallinclude a reference to all schedules, exhibits and other attachments thereto assuch agreement and schedules, exhibits, and other attachments may be amended orsupplemented from time to time.

## 1.03         Knowledge.  As used herein the terms “knowledge” or “bestknowledge” shall have the same meaning and shall mean the actual knowledge ofGary Stephenson, Mandy Goubeaux, Randall Griffin and Chris Hergenrather as itrelates to Seller and Tim Light, Toby Thomas and Cynthia Butler Carson as itrelates to Purchaser, in each instance after due inquiry and reasonableinvestigation.

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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 conditionsof this Agreement, at the Closing the Seller shall sell, assign, convey,transfer and deliver to Purchaser or its designees and Purchaser or suchdesignees shall acquire from Seller the Purchased Assets.

## 2.02         Purchase Price.  The aggregate purchase price (the “PurchasePrice”) payable by Purchaser for the Purchased Assets shall be One HundredTwo Million Dollars ($102,000,000), less the amount of any insurance proceeds received by Seller or anyof its Affiliates whether directly or as a beneficiary after the date hereofand before the Effective Time relating to any insured loss of the PurchasedAssets incurred before the Effective Time, after reducing such proceeds by anycosts incurred by Seller or any of its Affiliates before the Effective Time inthe investigation or repair of damage from any such loss.

## 2.03         Assumed Liabilities.

### (a)           As additional consideration for thepurchase of the Purchased Assets, Purchaser hereby agrees to assume on theClosing Date but as of the Effective Time and discharge in accordance withtheir terms or as otherwise provided by this Agreement only those obligationsof Seller related to the Purchased Assets (including the Purchased Contracts) arising and attributable to the period afterthe Effective Time, other than those obligations arising out of or attributableto any breach or other violation in connection therewith by Seller or incurredas a result of an act or omission of Seller in contravention of the provisionsof this Agreement.  AssumedLiabilities are limited to the items expressly described in this Section 2.03.  The foregoing provisions of this Section 2.03notwithstanding, Purchaser shall not be obligated to assume any liability orobligation as to which Seller, its Affiliate, or the counterparty is in defaultin any material respect on the Closing Date.

### (b)           The debts, liabilities andobligations to be assumed by Purchaser under this Agreement are hereinaftersometimes referred to as the “Assumed Liabilities” and the debts,liabilities and obligations that are not assumed by Purchaser under thisAgreement are hereinafter sometimes referred to as “Non-Assumed Liabilities.”

### (c)           This Section 2.03 is not intended toand shall not benefit any Person other than Seller and Purchaser.

### (d)           All of the Non-Assumed Liabilitiesshall remain and be the debts, obligations and liabilities of the Seller, andPurchaser shall have no liability or responsibility for any of the debts,obligations or liabilities arising therefrom. Seller covenants and agrees with

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### Purchaser that it shall performand discharge the Non-Assumed Liabilities.

## 2.04         Sales and Transfer Taxes.  Purchaser and Seller shall share equally thecost of any (a) real property transfer or similar tax imposed by anyGovernmental Authority which arises out of the transfer of the Real Property,including any excise tax assessed on any deed conveying the Real Property; and(b) all other transfer, sales, purchase, use, value added, excise or similartaxes imposed by any Governmental Authority which arises out of the transfer ofany of the Purchased Assets.

## 2.05         Allocation of Purchase Price.  The parties agree that the Purchase Priceshall be allocated among the Purchased Assets in accordance with Schedule2.05.  After the Closing, the partieswill make consistent use of the allocation, fair market value, and useful livesspecified in Schedule 2.05 for all Tax purposes and in all Tax returns,including those required by section 1060 of the Code.  Purchaser agrees to complete IRS Form 8594consistently with such allocation within 45 days after the Closing Date and tofurnish Seller with a copy of such form prepared in draft form, within areasonable period before the filing due date of such form.  The Form 8594 will be amended from time totime in accordance with Schedule 2.05. Except to the extent required by applicable Law, neither Seller norPurchaser shall file any Tax return or take a position with a Tax authoritythat is inconsistent with such allocation.

## 2.06         Prorations. The parties will prorate, as of Closing, all items under those PurchasedContracts that relate to a period that begins prior to the Effective Time andends after the Effective Time (each a “Proration Period”) (other thanTaxes, which are to be prorated as provided in Section 5.08) as follows:  any amount that is appropriately attributedto transactions or activities before Closing will be borne or enjoyed bySeller, and any amount that is appropriately attributed to transactions oractivities on or after Closing will be borne or enjoyed by Purchaser.  Any amounts that cannot be so attributed willbe borne or enjoyed by the parties in proportion to the number of days, duringthe billing period related to that amount, that are before Closing and on orafter Closing, respectively.  Withinninety (90) days after the Closing, the parties, based upon any and allinvoices relating to all Proration Periods, shall agree upon the relativeamounts allocable to each party and as required adjust the amount paid byPurchaser to Seller at Closing to reflect such amounts.

# ARTICLE III

# Closing and Closing 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 Purchase Price to the Sellerpursuant to Section 2.02 of this Agreement. The Closing shall take place at the offices of Winston & Strawn LLP,1700 K Street NW, Washington, DC, at 9:00 a.m. local time on the fifth businessday following the date upon which all of the conditions precedent set forth inArticles IX and X of this Agreement (other than those that are to be

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## satisfied at Closing) are satisfied or waivedby the appropriate party hereto, subject to Article XI of this Agreement, or atsuch other place and time or on such other date as is mutually agreed to inwriting by Seller and Purchaser (“Closing Date”).  The Closing shall be effective as of theEffective Time.

## 3.02         Closing Deliveries by Seller.  At the Closing, the Seller shall deliver tothe Purchaser:

### (a)           With respect to the Purchased Assetsrelated to the Facility, a general warranty deed for all Real Property,including an assignment with general warranty covenants of all of the easementsupon which the Gas Feeder Line is situated;

### (b)           With respect to the Purchased Assetsrelated to the Facility, all such bills of sale, lease assignments, trademarkassignments, copyright assignments, patent assignments, contract assignmentsand other documents and instruments of sale, assignment, conveyance andtransfer, as the Purchaser or its counsel may deem necessary or desirable;

### (c)           Certified copies of minutes orunanimous written consents of the Board of Directors and if required, themembers and/or managers of the Seller approving the execution, delivery andperformance of this Agreement and the consummation of the transactions contemplatedby this Agreement;

### (d)           A Certificate, dated the ClosingDate, executed by the appropriate officers of the Seller, required by Section9.02 of this Agreement;

### (e)            a non-foreign affidavit dated as ofthe Closing Date, sworn under penalty of perjury and in form and substancerequired under the Treasury Regulations issued pursuant to Code §1445 statingthat Target is not a “foreign person” as defined in Code §1445 (the “*FIRPTA Affidavit*”);

### (f)            a certificate from the Secretary ofState of the Seller’s state of formation certifying as to Seller’s existenceand good standing certificates of Seller to the extent provided under the lawsof its state of formation and the states in which the Facility is located;

### (g)           a reaffirmation of the ParentGuaranty executed by the Guarantor hereunder in form and substance reasonablyacceptable to Purchaser;

### (h)           a copy of the data room contents onCD; and

### (i)            such other documents as thePurchaser or its counsel may reasonably request to carry out the purposes ofthis Agreement, including the documents to be delivered pursuant to Article IXof this Agreement.

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The itemsdescribed in clause (x) of the definition of Purchased Assets shall bedelivered to Purchaser’s offices in Columbus, Ohio or to the Facility and shallinclude a general directory of contents and their location.

## 3.03         Closing Deliveries by Purchaser.  At the Closing, the Purchaser shall deliverto the Seller:

### (a)           The Purchase Price, subject toproration and other adjustments and credits as herein provided;

### (b)           Certified copies of minutes orunanimous written consents of the Board of Directors, and if required, thestockholders of the Purchaser approving the execution, delivery and performanceof this Agreement and the consummation of the transactions contemplated underthis Agreement;

### (c)           The Certificate, dated the ClosingDate, executed by the appropriate officer of the Purchaser, required by Section10.02 of this Agreement;

### (d)           An assumption agreement executed bythe Purchaser or the Purchaser’s designee reflecting the assumption of theliabilities set forth in Section 2.03(a) of this Agreement, in the formattached hereto as Exhibit E (the “Assumption Agreement”);

### (e)           a certificate from the Secretary ofState of the Purchaser’s state of formation and that of each of Purchaser’sdesignees certifying as to such entity’s existence and good standingcertificates of such entity to the extent provided under the laws of its stateof formation and the states in which the Facility is located;

### (f)            Ohio direct pay permit;

### (g)           the Microwave Tower and SubstationEasement Agreement executed by Purchaser; and

### (h)           such other documents as the Seller orits counsel may reasonably request to carry out the purposes of this Agreement,including the documents to be delivered pursuant to Article X of thisAgreement.

## 3.04         Cooperation.  Subject to the provisions of Section 4.04,the Seller and the Purchaser shall, on request, on and after the Closing Date,cooperate with one another by

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## furnishing any additional information,executing and delivering any additional documents and/or instruments and doingany and all such other things as may be reasonably required by the parties ortheir counsel to consummate or otherwise implement the transactionscontemplated by this Agreement.

# ARTICLE IV

# Pre-Closing Filings

## 4.01         Government Approvals; Consents.  Subject to the terms and conditions of thisAgreement and applicable Law, prior to the Closing each party shall, at its ownexpense, use its commercially reasonable efforts to take or cause to be takenall actions necessary, proper, or advisable, including all possible appeals, toobtain such party’s Governmental Approvals and all other necessary orappropriate filings, registrations, consents, approvals, certifications,determinations, authorizations, or waivers (including the transfer orre-issuance of Permits) required in order to consummate the transactionscontemplated hereby and to take or cause to be taken all actions necessary tocomply with the terms upon which any of the same are granted.  The parties hereto acknowledge andagree that no filings with the Public Utilities Commission of Ohio have beenmade, nor are they required or intended to be made, nor are such filings acondition precedent to the Closing.

## 4.02         HSR and Other Filings.  Without limitation of the foregoing, eachparty undertakes and agrees to (i) file (and each party agrees to cause anyPerson that may be deemed to be the ultimate parent entity or otherwise tocontrol such party to file, if such filing is required by applicable Law) assoon as practicable following the date hereof, a Notification and Report Formunder the HSR Act with the FTC and the Antitrust Division of the DOJ (thefiling fees payable in connection therewith to be paid by Purchaser); (ii)subject to the allocation of responsibility set forth in Section 4.03, file assoon as practicable after the date hereof any forms or reports required by FERCand any applicable state or local government public utility regulatory bodies;(iii) submit as soon as practicable after the date hereof a request for eachother Governmental Approval to be sought by that party; (iv) file as soon aspracticable any form or report required by any other Governmental Authorityrelating to antitrust, competition, trade, Tax, or energy or utility regulationmatters; and (v) subject to Section 4.05, take any action and agree to anyundertaking necessary to receive any clearance or approval required by anyGovernmental Authority or applicable Law, in each case, with respect to thetransactions contemplated hereby.  Eachparty shall (and shall cause any such parent entity to) (vi) respond aspromptly as practicable to any inquiries or requests received from anyGovernmental Authority for additional information or documentation; and (vii)not extend any waiting period under the HSR Act or enter into any agreementwith any Governmental Authority not to consummate the transactions contemplatedhereby, except with the prior consent of the other party.

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## 4.03         FERC Regulatory Filing.

### (a)           The Purchaser shall have primaryresponsibility for the preparation and filing of the regulatory filing(s) to bemade to FERC requesting approval under Section 203 (and Section 205, ifnecessary) of the Federal Power Act (the “FERC Regulatory Filing”).  Upon the request of the Purchaser, the Sellershall use its commercially reasonable efforts to cooperate with the Purchaserto prepare and file the FERC Regulatory Filing.

### (b)           The Purchaser and the Seller shalluse commercially reasonable efforts to file as soon as practicable after thedate hereof the FERC Regulatory Filing, and execute all agreements anddocuments, in each case, to obtain as promptly as practicable approval underSection 203 (and Section 205, if necessary) of the Federal Power Act.  The Purchaser and the Seller shall actdiligently, and shall coordinate in completing and submitting the FERCRegulatory Filing.  The Purchaser and theSeller shall each have the right to review and approve (which such approvalshall not be unreasonably delayed or withheld) in advance all of theinformation relating to the transactions contemplated by this Agreement whichappears in the FERC Regulatory Filing. The Purchaser and the Seller agree that all telephonic calls andmeetings with the FERC regarding the transactions contemplated by thisAgreement shall be conducted by the Purchaser and the Seller jointly.

## 4.04         Cooperation in Regulatory Review Process.  Each party shall consult and cooperate in theregulatory review process. Notwithstanding anything in this Agreement to the contrary, each partyagrees not to oppose, obstruct, or otherwise interfere with, in any mannerwhatsoever, the efforts of the other party to obtain such party’s GovernmentalApprovals and all other clearance or approval required by any Governmental Authorityor applicable Law with respect to the transactions contemplated hereby.

## 4.05         Conditions or Limitations.  Nothing in this Agreement will require anyparty to accept any condition to, limitation on, or other term concerning thegrant of any Governmental Approval if such condition, limitation, or otherterm, alone or in the aggregate with other such conditions, limitations, orother terms would (i) require the disposition by Purchaser of any materialasset(s); (ii) have a material adverse effect on either party or any of itsAffiliates in its acquisition, ownership, use, operation, or disposition of anyproperty other than the Purchased Assets; or (iii) would materially change orimpair the commercial expectation of the Purchaser with respect to the sale ortransmission of power from the Facility.

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

### (a)           Seller and Purchaser shall cooperatein the transfer of the Facility from Seller’s account with PJM to Purchaser’saccount with PJM which cooperation shall include the transfer of ownership ofthe Facility on the Closing Date and the allocation of costs and revenuesrelated to the Facility for the Closing Date. Seller has provided to or shall provide to Purchaser as of the Closing Dateaccess to all historical GADS data related to the Facility.

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### (b)           For any Facility bids submitted toPJM that will be effective on the Closing Date, Seller agrees to bid theFacility units in accordance with the following guidelines:

#### (i)            At the Seller’s calculated maximumallowable cost pursuant to PJM Manual 15 - Cost Development Guideline (or suchother guideline that may replace the PJM Manual 15 – Cost DevelopmentGuideline) for the units at the Facility plus the allowable 10% markup,and

#### (ii)           Using a delivered gas priceequivalent to the Intercontinental Exchange (“ICE”) “TCO Pool” hightrade/settlement (as determined by Seller in its discretion) for a gas flow daythat coincides with the Closing Date plus the applicable adders forpipeline fuel, transportation, storage/balancing, and other adders deemedappropriate by Seller to deliver fuel to the Facility.

# ARTICLE V

# Covenants

## 5.01         Due Diligence Review.  Pending Closing, the Seller shall at allreasonable times and upon reasonable prior notice make the Facility,properties, assets, books and records, and involved personnel pertaining to thePurchased Assets available for examination, inspection and review by thePurchaser and its lenders, agents and representatives; provided, however,Purchaser’s inspections and examinations shall not unreasonably disrupt thenormal operations of the Facility and any interview by the Purchaser of suchinvolved personnel shall require the prior written approval of the Seller.  Neither the representations and warranties ofSeller, nor the indemnification obligations of Seller, shall be affected,qualified, modified or deemed waived by reason of the Purchaser’s exercise orfailure to exercise its rights under this Section.

## 5.02         Pending Closing.  Pending the Closing, and unless otherwiseconsented to by the Purchaser in writing, the Seller shall:

### (a)           conduct and carry out operations atthe Facility consistent with Good Utility Practices and, in all events,maintain the Purchased Assets in the same condition in all material respects asexisted on July 31, 2006;

(b)           not sell, lease, mortgage, pledge orotherwise dispose of any of the Purchased Assets or other material propertiesor assets of or in connection with the Facility, except for tangible personalproperty purchased, sold or otherwise disposed of in the ordinary course andthe disposal of which does not materially impair the value or the utility ofthe Purchased Assets;

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### (c)           except as set forth on Schedule5.02(c), not enter into, or become obligated under, any lease, contract,agreement or commitment with respect to the Facility, Properties or Inventorythat cannot be terminated by Seller without penalty at or before Closing;

### (d)           not materially change, amend, orotherwise modify or terminate any Purchased Contract;

### (e)           maintain in full force and effectwith respect to the Facility, Properties and Inventory, policies of insuranceof the same type, character and coverage as the policies currently carried anddescribed in Schedule 7.07;

### (f)            if a spare part set forth onSchedule IA and worth more than $50,000 is used or removed from the inventoryof spare parts, replace such spare part with its equivalent before Closing;

### (g)           use Inventory and spare partscomprising part of the Purchased Assets only in connection with the Facility,in the ordinary course of business, and in accordance with Good UtilityPractice;

### (h)           not enter into any labor orcollective bargaining agreement with employees at the Facility;

### (i)            not enter into, modify, or renew anycontract with respect to the sale of electric power or ancillary services fromthe Facility that will call for the delivery of electric power or ancillaryservices after the Closing; or

### (j)            not agree to do any of the itemsprohibited by Section 5.02(b), (c), (d), (e) (f), (g), (h), or (i).

## 5.03         Consents.  Pending the Closing Date, the parties shallproceed with all reasonable diligence and use commercially reasonable effortsto obtain the written consents, authorizations or approvals required for theconsummation of transactions contemplated by this Agreement (including theassignment and assumption of the Purchased Contracts); provided, however,neither party shall have any obligation to pay any third Person a fee to obtainany such consent, authorization or approval not already provided for by theapplicable agreement or Law.

## 5.04         Environmental Assessments.  Purchaser shall have the right to obtain, atPurchaser’s expense and from environmental consultants selected by Purchaser,environmental assessments of any of the Properties and all structures thereonfor the purpose of determining whether there exists any Hazardous Substance on,about or underneath the Properties or any structure thereon or thereunder, ormigrating or threatening to migrate from any of the Properties or any structurethereon or thereunder, or any condition, circumstance, or activity whichconstitutes a violation of or noncompliance with any Environmental Laws (“PhaseI

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## Environmental Site Assessment”). Prior to Closing, if Purchaser’s Phase I Environmental Site Assessmentconcludes that further investigation is warranted, Purchaser shall provide toSeller a copy of the proposal for a Phase II investigation, which Seller mayapprove in its sole discretion. Purchaser shall provide Seller copies of any Phase I or Phase IIEnvironmental Site Assessment reports to Seller, upon Seller’s request.  Seller shall provide to Purchaser andPurchaser’s consultants access to the Facility during normal business hours andupon reasonable notice.

## 5.05         Notice of Breach. Pending Closing, each party shall provide notice to the other partywithin ten (10) days of becoming aware of any material breach of (x) anyrepresentations or warranties of such notifying party contained in thisAgreement or (y) any of the covenants of such notifying party contained in thisAgreement.

## 5.06         Workforce. Pending Closing and subject to Seller’s prior written consent, Purchasermay interview Seller’s employees who are employed at the Facility to determinewhether Purchaser wishes to make offers of employment to any such employee(s); provided,however, that to the extent any such employee accepts an offer ofemployment from Purchaser (or any of its Affiliates or agents), Purchaseragrees not to permit, or to cause its Affiliates or agents not to permit, suchemployees to commence employment with Purchaser (or any of its Affiliates oragents) prior to the Closing Date.

## 5.07         Cooperation.

### (a)           Each party agrees that after theClosing Date it will use its commercially reasonable efforts to cooperate withand make available to the other party, upon reasonable notice and during normalbusiness hours, books and records and information of or relating to thePurchased Assets and other matters relevant to this Agreement which arenecessary or useful in connection with Purchaser’s operation or maintenance ofthe Purchased Assets, any proceeding by a Governmental Authority, preparationof tax returns, or any claim by or against a third party involving thePurchased Assets (other than in connection with disputes between theparties).  The party requesting any suchbooks and records, information, or cooperation shall bear all of the out-of-pocketcosts and expenses of the other party reasonably incurred in connectiontherewith (including out-of-pocket expenses to third parties incurred by anyparty).

### (b)           Purchaser and Seller shall cooperatein good faith pending the Closing Date to insure that there is no interruptionin phone or electrical service to the Facility.

### (c)           Purchaser and Seller shall cooperatein good faith pending the Closing Date to provide to Purchaser the benefitsreferenced in that letter dated October 10, 2003, from General ElectricInternational, Inc., pertaining to the replacement of R-17 blades.

### (d)           Seller shall provide written noticeto Columbia Gas Transmission Corporation of the assignment (to be effective asof the Closing) to Purchaser of Seller’s interest in the NTS Service Agreementdated as of May 14, 2001, by and between Columbia Gas

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### Transmission Corporation andSeller, as amended, and shall provide a copy of such written notice toPurchaser.

## 5.08         Tax Matters. (a) Except as provided in clause (b) of this Section 5.08 or withrespect to items included in Purchased Assets as described in clause (vii) ofthe definition of Purchased Assets, in respect of Taxes on or with respect tothe Purchased Assets, (i) with respect to a taxable period, or portionthereof, that ends before or as of the Closing Date, Seller shall be liable andindemnify Purchaser for all Taxes arising out ofor related to a breach of any of the representations and warranties set forthin Section 7.14 of this Agreement or the Covenants of Seller in this Article V,and (ii) Purchaser shall be liable and indemnify Seller for all suchTaxes with respect to a taxable period, or portion thereof, that begins on orafter the Closing Date.

(b)  Ad valorem property Taxes imposed on or withrespect to the Purchased Assets for the Taxable Period that contains theEffective Time shall be prorated between Seller and Purchaser based on theirrelative number of days of ownership during the Taxable Period, with Sellerbeing responsible for such prorated ad valorem property Taxes for the periodending as of the end of the Closing Date and Purchaser being responsible forsuch prorated ad valorem property Taxes for the period after the ClosingDate.  At the election of either party,the amount to be paid by Purchaser at Closing shall be adjusted by an estimatedproration based on the previous year’s Taxes. The amount of any post-Closing invoice for pro-rated ad valorumproperty Taxes shall include an adjustment for any settlement or closing of anyTax Proceeding related to the Enterprise Zone Agreement and shall take intoaccount any ad valorem property Taxes previously pro-rated pursuant to thisSection 5.08(b).  All amounts receivableor payable between the parties under this Section 5.08(b) will be an adjustmentto the Purchase Price.

(c)  Any Tax return to be prepared pursuant to theprovisions of this Section 5.08 shall be prepared in a manner consistent withpractices followed in prior years with respect to similar Tax returns and incompliance with the applicable Law of each respective jurisdiction, except forchanges required by changes in applicable Law.  Purchaser shall not file an amended Tax Return relating to thePurchased Assets for any period ending on or prior to the Closing Date withoutthe consent of Seller, which may be withheld in Seller’s reasonable discretion,and Seller shall not file any Tax Return relating to the Purchased Assets forany period ending after the Closing Date without the prior consent ofPurchaser, which may be withheld in Purchaser’s reasonable discretion.

(d)    Seller and Purchaser agree that thetransaction pursuant to this Agreement is not subject to Sales Tax inaccordance with Title LVII, Chapter 5739 Sales Tax, Sec. 5739.02(B)(8) [OhioRevised Code] (casual sale exemption) and Title LVII, Chapter 5739 Sales Tax,Sec. 5739.02(B)(40) [Ohio Revised Code] (sale to a provider of electricity).

(e)  Purchaser and Seller shall cooperate fully,and shall cause their respective Affiliates to cooperate fully, as and to theextent reasonably requested by either party, in

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connection with the filing of Tax returns and anyaudit, litigation, examination, or otherproceeding (“Tax Proceeding”) (including, but not limited to, the TaxProceedings regarding ad valorem property taxes and the Enterprise ZoneAgreement) with respect to Taxes of or relating to the Purchased Assets and inconnection with the filing of any application with any Taxing authority forapproval of the transfer or assignment of any item described in clause (vii) ofthe definition of Purchased Assets.  Suchcooperation shall include the retention and (upon a party’s request) theprovision of records and information which are reasonably relevant to any suchTax return, Tax Proceeding, or application and making employees available on amutually convenient basis to provide additional information and explanation ofany material provided hereunder.

(f)  Seller shall use good faith efforts to assistPurchaser in obtaining the written approval of Pickaway County (and/orapplicable governmental entity) in the transfer of Seller’s Enterprise ZoneAgreement to Purchaser: (i) in the event that the Enterprise Zone Agreement istransferred to Purchaser and pursuant to the provisions of this Section 5.08,Seller will take no position in its Tax Proceedings that would have an adverse materialeffect upon Purchaser’s enjoyment of the benefits of the transferred EnterpriseZone Agreement (provided that in no event shall resolution of the TaxProceedings by Seller for less than the full amount of Seller’s claim beconsidered to materially adversely affect Purchaser’s future tax benefits); and(ii) if Seller and Purchaser are unable to obtain written approval of PickawayCounty (and/or applicable governmental entity) to transfer the Enterprise ZoneAgreement to Purchaser, the Seller shall be responsible for all obligations(but in no event including property taxes for periods after the Closing) withrespect to the Enterprise Zone Agreement, the Compensation Agreement and, theTax Incentive Donation Agreement until each agreement expires or is otherwisecancelled or voided.  Notwithstandinganything in this Agreement to the contrary, neither the assignment of theEnterprise Zone Agreement nor Purchaser’s entry into any replacement agreementshall be a condition precedent to the obligations of either party under thisAgreement.  In the event that theEnterprise Zone Agreement is transferred to Purchaser but the Tax Proceedings(and any appeals) regarding the Enterprise Zone Agreement fail such that anyone or more CT Units is excluded from the Enterprise Zone Agreement, Purchasershall be responsible for any and all payments required in connection with theCompensation Agreement for periods after Closing based upon the total number ofCT Units covered by the Enterprise Zone Agreement until such time as theCompensation Agreement expires or is otherwise cancelled or voided.

(g)  Seller shall notify Purchaser within 30 daysof Seller’s receipt of notice of a Tax Proceeding related to the PurchasedAssets or to Seller but only if the Tax Proceeding could reasonably be expectedto affect Purchaser’s ownership or operation of the Purchased Assets after theClosing or result in the imposition of any Tax for which Purchaser isresponsible.  Purchaser, at its expense,shall have the right to control the defense and settlement of any such Taxproceeding.

(h)  Except with respect to items included inPurchased Assets as described in clause (vii) of the definition thereof, Sellershall be entitled to any refunds or credits for any

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Taxes relating to the Purchased Assets for periodsending prior to or as of the Closing Date, and Purchaser shall be entitled toany refunds or credits for any Taxes relating to the Purchased Assets forperiods on and after the Closing Date. Any party receiving a refund or the right to a credit to which the otherparty is entitled shall immediately notify the party so entitled and remit therefund or the value of the credit, as the case may be, within thirty (30) daysof receipt of such refund or entitlement to the credit.

(i)  Subject to Section 2.04, Seller shall fileall Tax returns required to be filed to report Transfer Taxes imposed on orwith respect to the transactions contemplated hereby, shall solely be liablefor and shall pay all such Transfer Taxes, and shall indemnify, defend and holdharmless Purchaser and its Affiliates from and against any and all liabilityfor the payment of such Transfer Taxes and the filing of such Tax returns.

## 5.09         Market Power Study.  Purchaser shall have the right to obtain, atPurchaser’s sole expense and from a consultant selected by Purchaser, a marketpower study for purposes of determining whether there exist any issuesconcerning market power or the need to mitigate such market power in connectionwith Purchaser’s acquisition of the Facility.

## 5.10         Microwave Tower and SubstationEasement Agreement.  Purchaser shallenter into the Microwave Tower and Substation Easement Agreement with DP&L.

# ARTICLE VI

# Title and Survey

## 6.01         Pre-Closing Title Policy and SurveyDelivery.  No more than thirty (30)days after the date hereof, the Seller shall obtain and deliver to thePurchaser:

### (a)           With respect to the Properties, anowner’s preliminary title report covering a date subsequent to the date hereof,issued by a title insurance company reasonably acceptable to the Purchaser,which preliminary report shall contain a commitment of such title insurancecompany to (i) issue an owner’s title insurance policy (the “Title Policy”)on ALTA 1990 Owner’s Form B insuring the Purchaser as to the fee simple titleor other applicable estate in each parcel comprising the Properties, and thegrantee’s rights set forth in the easements upon which the Gas Feeder Line issituated,  in an amount set forth inSchedule 6.01 and subject only to, (A) Permitted Exceptions, (B) such otherminor encumbrances or imperfections, if any, which are not substantial innature or amount and which do not detract from the value or utility of thePurchased Assets; and (C) such other matters as are disclosed in Schedule 6.01or consented to in writing by the Purchaser, including the Microwave Tower andSubstation Easement Agreement (clauses (A), (B) and (C) are collectivelyreferred to as “Permitted Real Estate Exceptions”), together with a true, correct, and legiblecopy of each document referred to in the commitment; and (ii) guaranteethat each such parcel of real estate adjoins a public road or highway and thatentrance to and exit from such premises may be had via such public road orhighway; and

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### (b)           A current as-built survey and metesand bounds description of the Properties prepared by a registered land surveyoror engineer, duly licensed in the applicable state (i) in accordance with the “MinimumStandard Detail Requirements for ALTA/ACSM Land Title Surveys”, jointlyestablished and adopted by ALTA, ACSM and NSPS in 1999, and including items1-4, 6, 7(a), 8-10, 11(a) and (b), and 14-16 of Table A thereof, and (ii)pursuant to the Accuracy Standards (as adopted by ALTA, NSPS and ACSM and ineffect on the date thereof), with survey measurements made in accordance withthe “Minimum Angle Distance and Closure Requirements for survey measurementswhich control land boundaries for ALTA/ACSM Land Title Surveys” (the “Survey”).

### (c)           No later than fifteen (15) days afterPurchaser has received the last of the title report and commitment (and copiesof referenced documents) and the Survey, Purchaser shall provide a writtennotice (“Objection Notice”) to Seller of any material defects orexceptions disclosed by the commitment, any secured transaction searchundertaken by Purchaser, or Survey that is not a Permitted Real EstateException.  Purchaser shall be deemed tohave accepted all defects and exceptions disclosed by the commitment, anysecured transaction search undertaken by Purchaser, and Survey to whichPurchaser does not object in a timely Objection Notice, and such accepteddefects and exceptions shall be deemed to be Permitted Real Estate Exceptionshereunder.  Seller shall have thirty (30)days (the “Cure Period”) from receipt of the Objection Notice to cure anydefect or exception which is the subject of an Objection Notice, failing whichPurchaser shall have the option to either (i) terminate this Agreement asprovided in Section 11.01 by giving written notice to Seller no later thanfifteen (15) days following the expiration of the Cure Period or (ii) be deemedto have accepted the Properties subject to all such uncured defects andexceptions disclosed by the commitment, any secured transaction searchundertaken by the Purchaser, or Survey, all of which shall be Permitted RealEstate Exceptions hereunder.

### (d)           The costs and expenses of the titlereport, the Title Policy and all endorsements, and the Survey shall be borne byPurchaser, whether or not the transactions contemplated under this Agreementare consummated.  All costs and expensesincurred by Seller in response to any Objection Notice shall be borne bySeller.

# ARTICLE VII

# Warranties and Representations of the Seller

The Sellerwarrants and represents to the Purchaser as follows:

## 7.01         Organization and Good Standing.  The Seller is a limited liability companyduly formed, validly existing and in good standing under the laws of the Stateof Ohio.  Seller is duly qualified totransact business and is in good standing in each jurisdiction where suchqualification is necessary, except where the failure to be so qualified or ingood standing could not reasonably expected to have a Material Adverse Effector impair the Seller’s ability to

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## perform its obligations hereunder in anymaterial respect.

## 7.02         Authority.  The Seller has the right and power to enterinto, and perform its obligations under this Agreement; and has taken allrequisite action to authorize its execution and delivery of this Agreement andthe performance of its obligations under this Agreement; and this Agreement hasbeen duly authorized, executed and delivered by the Seller and is binding upon,and enforceable against, the Seller in accordance with its terms; except assuch enforcement 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         No Violations and Consents.  (a) The execution, delivery and performance of this Agreement by the Sellerdoes not and will not, after the giving of notice, or the lapse of time, orotherwise, (i) conflict with, result in a breach of, or constitute a defaultunder, the Certificate of Formation or Operating Agreement of the Seller or anyof its Affiliates or any Law or any Purchased Contract; (ii) result in thecreation of any Lien upon any of the Purchased Assets; (iii) terminate, amendor modify, or give any party the right to terminate, amend, modify, abandon, orrefuse to perform, any Purchased Contract; (iv) accelerate or modify, or giveany party the right to accelerate or modify, the time within which, or theterms under which, any duties or obligations are to be performed by Seller orany of its Affiliates, or any rights or benefits are to be received by anyPerson, under any Purchased Contract; or (v) violate or result in adefault (or give rise to any right of termination, suspension, modification,cancellation, or acceleration) in any material respect under any otherindebtedness or obligation, lease, contract, other agreement, commitment,indenture, mortgage, deed of trust, or other instrument, document, orarrangement to which Seller or any of its Affiliates is a party or by which anyof the Purchased Assets is bound.

### (b)           The execution and delivery by Sellerof this Agreement does not, and the performance by Seller or any of itsAffiliates of its obligations hereunder will not, require Seller or any of itsAffiliates to obtain any consent, approval, authorization or other action of,or make any filing with or give any notice to, any Governmental Authority,except (a) as disclosed in Schedule 7.03, (b) pursuant to the applicablerequirements of the HSR Act, (c) where failure to obtain such consents, approvals,authorizations or actions, make such filings or give such notices would nothave a Material Adverse Effect or impair the Seller’s ability to perform itsobligations hereunder in any material respect and (d) as may be necessary as aresult of any facts or circumstances relating solely to Purchaser.

## 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 anyPerson acting on behalf of, or representing, the Seller or any of itsAffiliates as broker, finder, investment banker, financial advisor or in anysimilar capacity.

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## 7.05         Required Assets.  Except for the items set forth on Schedule7.05 and the Retained Assets, all of the material rights, properties and assetsrequired by the Seller in connection with the ownership, operation,maintenance, and repair of the Facility, the delivery of fuel thereto from theColumbia tap and the delivery of power and ancillary services therefrom to theSubstation, each as of the date hereof, are (a) owned by the Seller or licensedor leased to the Seller under one of the Purchased Contracts (except asotherwise contemplated by Section 14.02 hereof); and (b) included in the PurchasedAssets.

## 7.06         Contracts. Except for the Purchased Contracts set forth in Schedule 7.06(a) (acomplete copy of each of which has been made available to Purchaser), theRetained Contracts set forth in Schedule 7.06(b) and the Enterprise ZoneAgreement, Compensation Agreement, and Tax Incentive Donation Agreement, Selleris not a party to, and its properties are not subject to, any contractmaterially pertaining to the Purchased Assets that meets any of the followingdescriptions and has a term extending beyond the anticipated Closing Date:  (a) contracts for the purchase, exchange, orsale of electric power or ancillary services; (b) contracts for thetransmission of electric power; (c) with respect to the Facility, interconnectioncontracts, including generation imbalance agreements and similar agreementswith the transmission grid operator; (d) other than contracts of the natureaddressed by clauses (a), (b), and (c) of this Section 7.06, contracts for thesale, lease, or use of any Purchased Asset or that grant a right or option topurchase, lease, or use any Purchased Asset, or otherwise involving a sharingof profits, losses, costs, or liabilities of the Purchased Assets with anyother Person, other than in each case contracts entered into in the ordinarycourse of business consistent with past practices with an annual or aggregatecost or value of less than $50,000 individually or $150,000 in the aggregate;(e) other than contracts of the nature addressed by clauses (a), (b), and (c)of this Section 7.06, contracts for the future provision or receipt of goods orservices relating to the Purchased Assets requiring annual or aggregatepayments in excess of $50,000****for each individualcontract; (f) outstanding futures, swap, collar, put, call, floor, cap, option,or other contracts that are intended to benefit from or reduce or eliminate therisk of fluctuations in the price of commodities (including electric power orgas) the value of securities, interest rates, or the cost or availability oftransmission rights; (g) contracts that purport to limit the Facility’sfreedom to be used to compete with, or be used in, any business or line ofbusiness in any geographic area; or (h) any amendment, supplement, andmodification (whether oral or written) in respect of any of the foregoing.

Exceptas set forth in Schedule 7.06: (a) each Purchased Contract is in full force andeffect and is valid and enforceable against all parties thereto in accordancewith its terms; (b) except as to Seller Governmental Approvals and theapprovals and consents described in Schedule 7.06, each Purchased Contract isassignable by Seller to Purchaser without the consent of any other Person; (c)(i) Seller and, to Seller’s knowledge, each other Person that has or had anyobligation or liability under any Purchased Contract is, and at all times sinceSeptember 30, 2006, has been, in compliance with all applicable terms andrequirements of each Purchased Contract in all material respects, and (ii)Seller has not given to or received from any other Person, at any time sinceSeptember 30, 2006, any written notice or other written communication

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regarding any actual,alleged, possible, or potential violation or breach of, or default under, anyPurchased Contract; (d) to Seller’s knowledge, no event has occurred orcircumstance exists that in any material respect (with or without notice orlapse of time) may conflict with or give Seller or another Person the right tocancel, modify, terminate, or accelerate the maturity or performance of orpayment under any Purchased Contract; (e) there are no renegotiations of,attempts to renegotiate, or outstanding rights or obligations to renegotiateany amounts paid or payable to Seller or any of its Affiliates under anyPurchased Contract; and (f) no Affiliate of Seller is the counterparty to anyPurchased Contract.

## 7.07         Insurance.  All material properties and risks associatedwith the Properties and Facility are covered and shall remain covered throughthe Closing Date, by valid and currently effective insurance policies orbinders of insurance or programs of self-insurance in such types and amounts asare consistent with customary practices and standards in the Seller’sindustry.  Schedule 7.07 contains a complete listof all material liability, property, accident, casualty, fire, flood, workers’compensation or other insurance policies and arrangements affecting or relatingto the ownership, use or operations of the Purchased Assets or the Facility.

## 7.08         Title to Real Property.  Seller has good and indefeasible title to theReal Property and a valid and subsisting leasehold estate to the Propertiesother than the Real Property, free and clear of all Liens, except forthe Permitted Real Estate Exceptions.

## 7.09         Title to Purchased Assets.  Seller has good and marketable title to allthe material Purchased Assets consisting of tangible personal property owned bySeller and valid and subsisting leases with respect to all of the materialPurchased Assets consisting of tangible personal property leased by Seller.  All such owned tangible personal property isowned free and clear of all Liens, except: (a) as set forth in Schedule 7.09;(b) liens for Taxes and assessments not yet payable; (c) liens securing orrelating to liabilities or obligations which are to be assumed by Purchaserpursuant to this Agreement or the Assumption Agreement; and (d) imperfectionsof title, Liens, claims and other charges and encumbrances the existence ofwhich would not materially impair the value or utility of such property.

## 7.10         Intellectual Property.   (a) Except as set forth in Schedule 7.10, toSeller’s knowledge there has not been in the past six (6) years, nor is therecurrently, any infringement or misappropriation arising out of theconstruction, operation, maintenance, repair, modification, or other activitiesat or relating to the Facility of any patents, trademarks, service marks, tradenames, copyright, or trade secrets owned or controlled by a third-party.

(b)  Except as set forth in Schedule 7.10, to Seller’s knowledge there has not been inthe past six (6) years, nor is there currently, any claim or threatened claim,that the operation, maintenance, repair, modification, or other activities ator relating to the Facility infringe or misappropriate any patents, trademarks,service marks, trade names, copyright, or trade secrets owned or controlled bya third-party, nor has there been in the same period of time, any request ordemand that a license of any patents, trademarks, service marks, trade names,copyright, or

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trade secrets owned or controlled by a third-partyis necessary to continue operation, maintenance, repair, modification, or otheractivities at or relating to the Facility.

## 7.11         Litigation.  Except as set forth in Schedule 7.11,(a) there are no actions, claims or proceedings pending against the 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, which,individually or in the aggregate, could reasonably be expected to have aMaterial Adverse Effect; and (b) there is no action, claim, proceeding, order,writ, judgment or decree that seeks to restrain or prohibit or restrains orprohibits the consummation of the transactions contemplated hereby or seeks toimpose or imposes any material limitation or restriction on the operation ormaintenance of the Purchased Assets or the sale or delivery of electric poweror ancillary services therefrom.

## 7.12         Compliance With Laws.  Seller is not in material violation (and hasnot received any written notice or allegation of material violation) of any Lawapplicable to the Purchased Assets or by which any of the Purchased Assets arebound or subject, except as set forth in Schedule 7.12.  Notwithstanding the foregoing, compliancewith Environmental Laws is exclusively and solely governed by Sections 7.15 and7.16 hereof.

## 7.13         Labor Matters.  All employees employed at the Facility (“FacilityEmployees”) are employees of Seller; provided, however, thatcertain employees of DP&L may from time to time work at the Facility inconnection with their primary responsibilities at the Substation orelsewhere.  No labor organization hasrepresentation rights with respect to the Facility Employees; and there are nocollective bargaining agreements relating to the Facility Employees.  To Seller’s knowledge, there are no materialorganizing efforts presently being made involving any of the employees at theFacility.

## 7.14         Taxes. Except as set forth in Schedule 7.14, Seller has duly and timely filedall federal, state and local Tax reports and returns required to be filed by itin respect of the Purchased Assets and Seller’s trade or business with respectthereto and paid all Taxes shown thereon to be due.  Thereare not pending or threatened in writing any Tax audits or examinations of, orwith respect to, the Purchased Assets, and there are no written notices ofdeficiency, proposed deficiency, or assessment from any Tax authority withrespect to Taxes of, or relating to, the Purchased Assets.  All material deficiencies asserted orassessments made for Taxes due with respect to the Purchased Assets as a resultof any completed and settled examinations or any concluded litigation have beenfully paid.  Seller is disregarded as anentity separate from its owner within the meaning of Treasury RegulationSection 301.7701-3 and neither Seller nor Seller’s Federal Tax Owner has madeany elections to the contrary. Notwithstanding the preceding in this Section 7.14, Seller is currentlyengaged in Tax Proceedings concerning its Enterprise Zone Agreement.

## 7.15         Licenses and Permits.  Seller has, or has applied for, all materialPermits (including Permits under Environmental Laws) necessary for theownership, lease, use,

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## operation, and maintenance of the PurchasedAssets, and all of such Permits are described in Schedule 7.15.  Each such Permit is in full force and effect,and Seller is not in violation of any such Permit in any material respect.  There are no pending or, to Seller’sknowledge, threatened proceedings challenging the validity of, or seeking torevoke, withdraw, suspend, cancel, terminate, or modify any of such Permits.

## 7.16         Environmental Compliance.  Except as set forth on Schedule 7.16, (a) thePurchased Assets and their operation and maintenance as presently conducted arein compliance with all applicable Environmental Laws in all material respects;(b) Seller has not received any written notice, demand, or request forinformation from any Governmental Authority indicating that the PurchasedAssets or their operation and maintenance may be in violation of anyEnvironmental Law; (c) to Seller’s knowledge, Seller has not disposed of,released, or transported, or arranged for the disposal, release, ortransportation of, any Hazardous Substance from the Purchased Assets inviolation of any Environmental Law, or in a manner giving rise to materialliability or any reporting obligation under any Environmental Law; (d) Selleris not subject to material liabilities or expenditures (fixed or contingent)relating to any suit, settlement, court order, administrative order, regulatoryrequirement, judgment, or claim asserted or arising under any Environmental Lawwith respect to the Purchased Assets; (e) Seller has made available toPurchaser copies of all environmental assessments in Seller’s possession oravailable to Seller involving the Purchased Assets that have been prepared bythird parties; and (f) no underground storage tanks regulated by Ohio’s Bureauof Underground Storage Tank Regulations are located on any of the Properties.

## 7.17         No Misrepresentation in Due DiligenceMaterials.  To Seller’s knowledge, the Due DiligenceMaterials contain no material false statement or misrepresentation with respectto the information such Due Diligence Materials purport to present.

## 7.18         Properties.

### (a)           Except as set forth on Schedule 7.18,to Seller’s Knowledge, (i) none of the Properties consists of “wetlands” underapplicable federal or state law; (ii) the Properties are zoned for industrialor agricultural purposes; and (iii) no part of the Properties is located in aflood prone area.

### (b)           Except as set forth on Schedule 7.18,(i) Seller has not received and has no actual knowledge of any notice orrequest, formal or informal, from any insurance company or board of fireunderwriters identifying any defects in the Properties that would adverselyaffect the insurability of the Properties; (ii) all required, material building permits, occupancy permits or otherapprovals or consents of governmental authorities or public or private utilitieshaving jurisdiction have been obtained with respect to the Properties; (iii)adequate supplies of all public utilities, including, but not limited to,electricity, telephone and other utilities required by law or by the normal useand operation of the Properties (x) are installed to the property lines of theProperties, (y) are connected pursuant to valid permits, (z) are adequate toservice the Properties,

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### (xx) are adequate to permitfull compliance with all requirements of law and normal usage of the Propertiesby the occupants and their licensees and invitees, and (yy) either enter theProperties through adjoining public streets, or if they pass through adjoiningprivate land, do so in accordance with valid public easements or privateeasements that inure to the benefit of Seller and its successors in title tothe Properties.

## 7.19         Absence of Material Adverse Effect.  Since July 31, 2006, there has not been aMaterial Adverse Effect.

## 7.20         Disclaimer of Warranties.  EXCEPT WITH RESPECT TO THE WARRANTIES ANDREPRESENTATIONS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NOWARRANTY, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, SUITABILITY ORFITNESS FOR A PARTICULAR PURPOSE, OR QUALITY AS TO THE PURCHASED ASSETS, OR ANYPART THEREOF, OR AS TO THE CONDITION OR WORKMANSHIP THEREOF, OR THE ABSENCE OFANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT THEPURCHASED ASSETS ARE TO BE CONVEYED HEREUNDER “AS IS” AND “WHERE IS” ON THECLOSING DATE, AND IN THEIR THEN PRESENT CONDITION.  THE PURCHASER SHALL RELY UPON ITS OWNEXAMINATION THEREOF.

## 7.21         Good Utility Practice.  Except as set forth on Schedule 7.21, theFacility has been operated and maintained in accordance with Good UtilityPractice and applicable manufacturers’ operating manuals.

# ARTICLE VIII

# Warranties and Representations of the Purchaser

The Purchaser warrants and represents to the Seller asfollows:

## 8.01         Due Incorporation.  The Purchaser is an Ohio corporation dulyincorporated, validly existing and in good standing under the laws of the Stateof its incorporation.

## 8.02         Authority.  The Purchaser has the corporate right andpower to enter into, and perform its obligations under this Agreement, and hastaken all requisite corporate action to authorize its execution and delivery ofthis Agreement and the performance of its obligations under this Agreement; andthis Agreement has been duly executed and delivered by the Purchaser and eachis binding upon, and enforceable against, the Purchaser in accordance with itsterms; except as such enforcement may be limited by bankruptcy, insolvency,reorganization, moratorium or other similar laws affecting enforcement ofcreditors’ rights generally and by general principles of equity (whetherapplied in a proceeding at law or in equity).

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## 8.03         No Violations.  (a) The execution, delivery or performance of this Agreement by thePurchaser does not and will not, after the giving of notice, or the lapse oftime, or otherwise: conflict with, result in a breach of, or constitute adefault under, the Certificate of Incorporation or By-laws of thePurchaser, or to Purchaser’s knowledge any Law or any material contract,agreement, commitment or plan to which the Purchaser is a party.

### (b)           The execution and delivery byPurchaser and its Affiliates of this Agreement does not, and the performance byPurchaser and its Affiliates 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, except(a) as disclosed in Schedule 8.03, (b) pursuant to the applicable requirementsof the HSR Act, (c) where failure to obtain such consents, approvals,authorizations or actions, make such filings or give such notices would notimpair the Purchaser’s ability to perform its obligations hereunder in anymaterial respect and (d) as may be necessary as a result of any facts orcircumstances relating solely to Seller.

## 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, the Purchaser or any of its Affiliates as broker, finder,investment banker, 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’s ability to consummate the transactionscontemplated hereby.

## 8.06         Financing.  Purchaser has all the funds necessary toconsummate the transactions contemplated by this Agreement.

# ARTICLE IX

# Conditions to Closing Applicable to Purchaser

The obligations of Purchaser hereunder (including theobligation of Purchaser to close the transactions herein contemplated) aresubject to the following conditions precedent:

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

## 9.02         Bring-Down of Seller Warranties.  The warranties and representations made bythe Seller herein to Purchaser shall have been true and correct in all materialrespects on

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## the date hereof and shall be true and correctin all material respects (except that, in each such case, representations andwarranties containing a materiality standard shall have been and shall be trueand correct within the materiality standard set forth therein) on and as of theClosing Date with the same effect as if such warranties and representations hadbeen made on and as of the Closing Date and the Seller shall have performed andcomplied with, in all material respects, all agreements, covenants andconditions on its part required to be performed or complied with in allmaterial respects on or prior to the Closing Date; and at the Closing,Purchaser shall have received a certificate executed by the Board of Directorsof Seller to the foregoing effect.

## 9.03         No Material Adverse Effect.  Between the date hereof and the EffectiveTime, there shall have been 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         Consents and Approvals.  All Seller Governmental Approvals andPurchaser Governmental Approvals and other consents, approvals orauthorizations of other Persons set forth in Schedule 9.05 shall have beenobtained; provided, however, that if Purchaser’s breach of its obligationshereunder caused the failure to obtain any such consent, approval, orauthorization Purchaser shall be deemed to have waived this condition to theextent of such failure.

## 9.06         HSR Act.  The waiting period applicable to theconsummation of the transactions contemplated hereunder required pursuant tothe provisions of the HSR Act shall have expired.

## 9.07         All Necessary Documents.  All proceedings to be taken in connectionwith the consummation of the transactions contemplated by this Agreement andall documents incident thereto, shall be reasonably satisfactory in form andsubstance to Purchaser and its counsel, and Purchaser shall have receivedcopies of such documents as Purchaser and its counsel may reasonably request inconnection with said transactions, including those documents to be deliveredpursuant to Section 3.02 hereof.

## 9.08         Title Policy.  At the Closing, the Seller shall havedelivered to Purchaser the Title Policies dated the Closing Date with extendedcoverage guaranteeing over the standard exceptions to title customarilycontained in such policies, survey exceptions, parties in possession exception,and mechanic’s and materialman’s lien exceptions, issued by the title insurancecompany which issued such commitments insuring, as of the Closing Date, the feesimple or other applicable estate of the Purchaser in the Properties in theamount set forth in Schedule 6.01, subject only to the Permitted Real EstateExceptions.

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## 9.09         Estoppel Certificates.  Seller shall have delivered to Purchaser anestoppel certificate executed by the lessor with respect to each Property thatis not a Real Property certifying that the lease with respect to such Propertyis in full force and effect, that the lessee thereunder is not in default undersuch lease, and such other statements as Purchaser may reasonably request.

Purchaser shall have the right to waive any of theforegoing conditions precedent, except for the condition set forth in Section9.06 hereof.

# ARTICLE X

# Conditions to Closing 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 of Purchaser Warranties.  All warranties and representations made byPurchaser herein to the Seller shall have been true and correct in all materialrespects on the date hereof and shall be true and correct in all materialrespects (except that, in each such case, representations and warrantiescontaining a materiality standard shall have been and shall be true and correctwithin the materiality standard set forth therein) on and as of the ClosingDate with the same effect as if such warranties and representations had beenmade on and as of the Closing Date, and Purchaser shall have performed andcomplied in all material respects (except for the payment of money which shallbe absolute) with all agreements, covenants and conditions on its part requiredto be performed or complied with on or prior to the Closing Date, and at theClosing, Seller shall have received a certificate executed by the President orany Vice President of Purchaser to the foregoing effect.

## 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 and Approvals.  All Seller Governmental Approvals andPurchaser Governmental Approvals and other consents, approvals orauthorizations of other Persons set forth in Schedule 10.04 shall have beenobtained; provided, however, that if Seller’s breach of its obligationshereunder caused the failure to obtain any such consent, approval, orauthorization Seller shall be deemed to have waived this condition to theextent of such failure.

## 10.05       HSR Act.  The waiting period applicable to theconsummation of the

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## transactions contemplated hereunder requiredpursuant to the HSR Act shall have expired.

## 10.06       All Necessary Documents.  All proceedings to be taken in connectionwith the consummation of the transactions contemplated by this Agreement, andall documents incident thereto, shall be reasonably satisfactory in form andsubstance to Seller and its counsel, and Seller and its counsel shall havereceived copies of such documents as it and its counsel may reasonably requestin connection with said transactions, including those documents to be deliveredpursuant to Section 3.03 hereof.

Seller shall have the right to waive any of theforegoing conditions precedent, except for the condition set forth in Section10.05 hereof.

# 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)           by mutual written consent ofPurchaser and Seller;

### (b)           by Purchaser or by Seller, if at orbefore the Closing any condition set forth herein for the benefit of thePurchaser or Seller, respectively, shall not have been timely met in allmaterial respects or cannot be timely met in all material respects; provided,the party seeking to terminate is not in material breach of, or materialdefault under, this Agreement;

### (c)           by Purchaser or by the Seller if theClosing of the transactions contemplated by this Agreement shall not haveoccurred on or before June 30, 2007, or such later date as may have been agreedupon in writing by the parties hereto; provided, the party seeking to terminateis not in material breach of, or material default under, this Agreement;

### (d)           by Purchaser as provided in Section6.01(c); or

### (e)           by Purchaser or by Seller if anyrepresentation or warranty made herein for the benefit of Purchaser or Seller,respectively, or in any certificate, schedule or documents furnished toPurchaser or Seller, respectively, pursuant to this Agreement is untrue in anymaterial respect (except that, in each such case, representations andwarranties containing a materiality standard shall have been and be true andcorrect within the materiality standard set forth therein), or Purchaser orSeller, respectively, shall have defaulted in any material respect in theperformance of any material obligation under this Agreement.

## 11.02       Effect of Termination. If a party terminates this Agreement in accordance with Section 11.01,such termination will be without liability to such party or to any Affiliate,

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## member, shareholder, partner, director, manager,officer, employee, agent, consultant, attorney, or other representative of suchparty.  Upon a termination of this Agreement,the obligations of the parties hereunder shall be of no further force oreffect, provided that:

### (a)           the obligations of the parties under Article XII, ArticleXIII,  15.01, 15.02 and 15.13 and undershall survive such termination; and

### (b)           such termination shall be without prejudice to the rightsof the parties to any payments due under this Agreement existing at the time oftermination; any remedies which either party may then have hereunder or at law;and either party’s right to obtain performance of any obligations provided forin this Agreement which survive termination.

# ARTICLE XII

# Indemnification

## 12.01       Seller Indemnification.  The Seller agrees to indemnify, defend andhold the Purchaser and its successors and permitted assigns, harmless againstany loss, damage or expense (including reasonable attorneys’ fees), whicharises out of or is in respect of (a) any inaccuracy or misrepresentation in orbreach of any of the warranties, representations, covenants or agreements madeby the Seller in this Agreement, or any other certificate, document, instrumentor affidavit furnished by the Seller in accordance with the provisions of thisAgreement, (b) any and all Non-Assumed Liabilities, (c) any failure of Sellerto notify Purchaser under Section 5.08(g) and (d) fraud or intentionalmisconduct on the part of Seller or any of its Affiliates in connection withthis Agreement or the transactions contemplated hereby.

## 12.02       Purchaser Indemnification.  The Purchaser agrees to indemnify, defend andhold the Seller harmless against any loss, damage or expense (includingreasonable attorneys’ fees), which arises out of or is in respect of (a) anyinaccuracy or misrepresentation in or breach of any of the warranties,representations, covenants or agreements made by the Purchaser in thisAgreement or in any certificate, document, instrument or affidavit furnished bythe Purchaser in accordance with the provisions of this Agreement, (b) any andall Assumed Liabilities, and (c) fraud or intentional misconduct on the part ofPurchaser or any of its Affiliates in connection with this Agreement or thetransactions contemplated hereby.

## 12.03       Limitation.  The parties’ rights to indemnificationpursuant to Article XII of this Agreement is subject to the followinglimitations:

### (a)           The Indemnified Party shall not beentitled to assert any right of indemnification pursuant to this Article XIIfor any loss, damage or expense suffered by such party after the secondanniversary date of the Closing Date, except (i) that indemnificationclaims arising from Section 7.16 may be asserted at any time before the earlierof (x) the

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### expiration of the statute oflimitations applicable to the underlying claim, charge, or cause of action, or(y) the tenth anniversary of the Closing Date; (ii) that indemnification claimsarising from Section 7.14 may be asserted at any time before the expiration ofthe statute of limitations applicable to the underlying claim, charge, or causeof action; (iii) that indemnification claims arising from Sections 7.04, 7.12,7.15 or 7.17 may be asserted at any time before the third anniversary of theClosing Date; (vi) that indemnification claims (A) arising from Section 13.01or 7.08, (B) for breach of Seller’s obligations with respect to Non-AssumedLiabilities, (C) for breach of Purchaser’s obligations with respect to AssumedLiabilities or (D) for fraud or intentional misconduct shall not be limited bythis Agreement;  and (iv) that if noticeof any claim shall have been given before the end of the applicable periodunder this paragraph (a), the Indemnified Party shall continue to have theright to be indemnified with respect to such claim.

### (b)           No indemnification claim (other thana claim for breach of Seller’s obligations with respect to Non-AssumedLiabilities or fraud or intentional misconduct or Purchaser’s obligations withrespect to Assumed Liabilities or fraud or intentional misconduct) may be madeagainst a party for indemnification pursuant to this Article XII unless theaggregate of all indemnifiable losses, damages and expenses with respect tothis Article XII shall exceed $250,000 (“Threshold”), and then theIndemnifying Party shall only be required to pay or be liable for the excessover the Threshold.  For purposes ofapplying this paragraph (b) in determining the losses, damages and expensesresulting from any breach of a representation or warranty that contains amateriality standard, such representation or warranty shall be read as if itdid not contain such materiality standard.

### (c)           The Indemnifying Party’s maximumliability to the other party pursuant to this Agreement other thanindemnification claims based on fraud or intentional misconduct shall be thirtypercent (30%) of the Purchase Price.

### (d)           For the purposes of this Article XII,in computing such aggregate amounts of claims, the amount of each claim shallbe deemed to be an amount net of any insurance proceeds and any indemnity,contribution or other similar payment recoverable by the Indemnified Party orany Affiliate from any third party with respect thereto.

### (e)           Each party hereby acknowledges andagrees that its sole and exclusive remedy with respect to any and all claimsrelating to the subject matter of this Agreement and the Assumption Agreementshall be pursuant to the indemnification provisions set forth in this ArticleXII.  In furtherance of the foregoing,each party hereby waives, to the fullest extent permitted under applicable Law,any and all rights, claims and causes of action it may have against the otherparty arising under or based upon any Law (including any such rights, claims orcauses of action arising under or based upon common law or otherwise) orEnvironmental Laws, including the Resource Conservation and Recovery Act andthe Comprehensive Environmental Response, Compensation and Liability Act.

### (f)            Except as set forth in thisAgreement or any other certificate, document,

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### instrument or affidavitfurnished by a party in accordance with the provisions of this Agreement, suchparty is not making any representation, warranty, covenant or agreement withrespect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of anyrepresentation, warranty, covenant or agreement contained herein or any othercertificate, document, instrument or affidavit furnished by a party inaccordance with the provisions of this Agreement shall give rise to any righton the part of the other party, after the consummation of the purchase and saleof the Facility and the Purchased Assets contemplated hereby, to rescind thisAgreement or any of the transactions contemplated hereby.

### (g)           Seller shall have no liability underany provision of this Agreement for any liabilities and damages to the extentthat such liabilities and damages relate to actions taken or not taken by Purchaseror its Affiliates after the Closing Date. In no event shall either party be liable to the other party forconsequential or punitive damages.  Eachparty shall take all reasonable steps to mitigate all such liabilities anddamages upon and after becoming aware of any event which could reasonably beexpected to give rise to such losses, damages and expenses.

## 12.04       Indemnification Notice.  Promptly upon obtaining knowledge of anyclaim, event, facts or demand which gives rise to, or could reasonably beexpected to give rise to, a claim for indemnification hereunder (including inthe case of a claim pursuant to Section 12.01 or 12.02 any claim which is notpayable due to the limitations set forth in Section 12.03(b) hereof), any partyseeking indemnification under this Article XII (an “Indemnified Party”)shall give written notice of such claim or demand (“Notice of Claim”) tothe party from which indemnification is sought (an “Indemnifying Party”),setting forth the amount of the claim. The Indemnified Party shall furnish to the Indemnifying Party, inreasonable detail, such information as it may have with respect to suchindemnification claim (including copies of any summons, complaint or otherpleading which may have been served on it and any written claim, demand,invoice, billing or other document evidencing or asserting the same).  No failure or delay by the Indemnified Partyin the performance of the foregoing shall reduce or otherwise affect theobligation of any Indemnifying Party to indemnify, defend 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       Indemnification Procedure.  (a) If the claim or demand set forth in theNotice of Claim given by the Indemnified Party pursuant to Section 12.04 ofthis Agreement is a claim or demand asserted by a third party, the IndemnifyingParty shall have fifteen (15) days after the Date of the Notice of Claim tonotify the Indemnified Party in writing of its election to defend such thirdparty claim or demand on behalf of the Indemnified Party.  If the Indemnifying Party elects to defend such third partyclaim or demand, the Indemnified Party shall at the expense of the IndemnifyingParty make available to the Indemnifying Party and its agents andrepresentatives all records and other materials which are reasonably requiredin the defense of such third party claim or demand and shall otherwisecooperate with, and assist the Indemnifying Party in the defense of, such thirdparty claim or demand, and so long as the Indemnifying Party

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## 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 partyclaim in good faith, the Indemnified Party shall have the right, in addition toany other 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 inthe defense 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.  Withoutthe Indemnified Party’s written consent, the Indemnifying Party shall not enterinto any settlement of a third party claim unless (i) there is no finding oradmission of any violation of legal requirements or any violation of the rightsof any Person and no effect on any other claims that may be made against theIndemnified Party or its Affiliates; (ii) the settlement includes a completeand unconditional release of the Indemnified Party with respect to the thirdparty claim; and (iii) the sole relief provided under the settlement ismonetary damages that are paid in full by the Indemnifying Party.

### (b)           Except for third party claims beingdefended in good faith, the Indemnifying Party shall satisfy its obligationshereunder in cash within thirty (30) days after the Date of Notice of Claim.

### (c)           The term “Date of the Notice ofClaim” as used in this Article XII shall mean the date the Notice of Claimis deemed delivered pursuant to Section 15.13(c) hereof.

## 12.06       Effect of Indemnity Payments.  The parties agree to treat all payments madeunder the indemnity provisions of Article XII of this Agreement as adjustmentsto the Purchase Price for Tax purposes and that such agreed treatment shallgovern for purposes hereof.

# ARTICLE XIII

# Confidentiality

## 13.01       Confidentiality of Materials.  The parties hereto agree with respect to alltechnical, commercial and other information that is furnished or disclosed byanother party, including information regarding such party’s (and itssubsidiaries’ and affiliates’) organization, personnel, business activities,customers, policies, assets, finances, costs, sales, revenues, technology,rights, obligations, liabilities and strategies (“Information”), that(a) such Information is confidential and/or proprietary to thefurnishing/disclosing party and entitled to and shall receive treatment as suchby the receiving party; (b) the receiving party will hold in confidenceand not disclose nor use (except in respect of the transactions contemplated bythis

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## Agreement) any such Information, treatingsuch Information with the same degree of care and confidentiality as it accordsits own confidential and proprietary Information; provided, however, that thereceiving party shall not have any restrictive obligation with respect to anyInformation which (i) was prior to the date of its disclosure contained in aprinted publication available to the general public, (ii) is or becomespublicly known through no wrongful act or omission of the receiving party, or(iii) is known by the receiving party without any proprietary restrictions bythe furnishing/disclosing party at the time of receipt of such Information; and(c) all such Information furnished to either party by the other, unlessotherwise specified in writing, shall remain the property of thefurnishing/disclosing party and, in the event this Agreement is terminated,shall be returned to it, together with any and all copies made thereof, uponrequest for such return by it (except for documents submitted to a governmentalagency with the consent of the furnishing/disclosing party or upon subpoena andwhich cannot be retrieved with reasonable effort) and in the case of (i) oralinformation furnished to any party by the other which shall have been reducedto writing by the receiving party and (ii) all internal documents of any partydescribing, analyzing or otherwise containing Information furnished by theother party, all such writings and documents shall be destroyed, upon request,in the event this Agreement is terminated, and each party shall confirm inwriting to the other compliance with any such request.  The recipient of confidential Information maydisclose such confidential Information if required pursuant to a subpoena by acourt of competent jurisdiction or by order of a governmental agency or otherapplicable Law, so long as the party required to disclose the confidentialInformation provides the other party prior notice (unless such notice isprohibited) of such requirement to permit such party time to seek appropriaterelief against such disclosure. Notwithstanding the foregoing. Seller’s confidential Information that relates exclusively to thePurchased Assets or is included in the Purchased Assets shall, after closing,be treated as Purchaser’s confidential Information to be protected as providedin this Section from use or disclosure by Seller.

## 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 XIV

# Certain Other Understandings

## 14.01       Post Closing Access to Records andRecords Retention

### The Purchaseragrees for a period extending five (5) years after the Closing Date not todestroy or otherwise dispose of any records relating to the period prior to itsacquisition of the Purchased Assets. After such five (5) year period, the Purchaser may destroy or otherwisedispose of such records if the Purchaser shall offer in writing to surrendersuch records to the Seller and the Seller shall fail to agree in writing totake possession thereof during the thirty (30)

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### day period after such offer is made.

## 14.02       Consents Not Obtained at Closing.  Each of the Seller and the Purchaser agree toattempt diligently to obtain any necessary consents which may be required toeffect the assignment to the Purchaser of the contract obligations transferredunder this Agreement and each party will diligently cooperate with the other inobtaining the same, and will take such steps as reasonably requested by suchparty with respect thereto.  In suchcases where such consents have not been obtained by the Closing Date, thisAgreement, to the extent permitted by law and if elected by Buyer, shallconstitute an equitable assignment by the Seller to the Purchaser of all of theSeller’s rights, benefits, title and interest in and to the assigned contractsand commitments, and the Purchaser shall be deemed to be the Seller’s agent forthe purpose of completing, fulfilling and discharging all of the Seller’srights and liabilities arising after the Closing Date under such assignedcontracts and commitments, and the Seller shall take all necessary steps andactions to provide the Purchaser with the benefits of such contracts andcommitments.

## 14.03       Avoidance of Double Withholding Taxes.  The Purchaser and the Seller herebyacknowledge that the standard procedure described in Section 4 of the RevenueProcedure 2004-53 as promulgated by the IRS with respect to wage reporting, andF.I.C.A. withholding and similar tax and other collections is applicable to theSeller’s employees who become employees of Purchaser or its Affiliates.

## 14.04       Use/Removal of Trademarks, Etc..  Purchaser acknowledges and agrees that it hasand, upon consummation of the transactions contemplated hereby shall have, noright, title, interest, license, or any other right whatsoever to use the tradenames and trademarks of Seller or its Affiliates, including references to “DPLEnergy, LLC” and derivatives thereof, including all logos (“DPL Marks”).   Purchaser shall promptly after the ClosingDate but in no event later than sixty (60) days after the Closing Date,  return or destroy all Purchased Assets thatare not necessary to the operation or maintenance of the Facility that containany DPL Marks that are not removable and remove or permanently cover any DPLMarks from the Purchased Assets that are removable.  Purchaser agrees never to challenge Seller’s(or its Affiliates’) ownership of the DPL Marks or any application forregistration thereof or any registration thereof or any rights of Seller or itsAffiliates therein as a result, directly or indirectly, of its ownership of thePurchased Assets.   Purchaser will notconduct any business or offer any goods or services under any DPL Marks.  Purchaser will not send, or cause to be sent,any correspondence or other materials to any Person on any stationery thatcontains any DPL Marks or otherwise operate the Facility in any manner whichwould or might reasonably be expected to confuse any person into believing thatPurchaser has any right, title, interest, or license to use any DPL Marks.

## 14.05       Supplemental Disclosure Schedule.  Seller may supplement the DisclosureSchedules delivered pursuant hereto (as so supplemented, the “SupplementalDisclosure Schedules”) from time to time on or prior to the ClosingDate.  Such Supplemental Disclosure

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## Schedules shall not be considered indetermining whether the condition set forth in Section 9.02 has been met; provided,however, that in determining whether there is a breach of anyrepresentation, warranty, covenant or agreement of Seller contained in thisAgreement for purposes of the indemnification to be provided by Seller pursuantto Section 12.01 hereof, such representation, warranty, covenant or agreementshall be qualified by the Supplemental Disclosure Schedules.

# ARTICLE XV

# Miscellaneous

## 15.01       Cost and Expenses.  The Purchaser will pay its own costs andexpenses (including attorneys’ fees, accountants’ fees and other professionalfees and expenses) in connection with the negotiation, preparation, executionand delivery of this Agreement and the consummation of the purchase of thePurchased Assets and the other transactions contemplated by this Agreement(except as otherwise specifically provided for herein); and the Seller will payits own costs and expenses (including attorneys’ fees, accountants’ fees andother professional fees and expenses) in connection with the negotiation,preparation, execution and delivery of this Agreement and the consummation ofthe sale of the Purchased Assets and the other transactions contemplated bythis Agreement (except as otherwise specifically provided for herein).

## 15.02       Entire Agreement.  The Disclosure Schedules and the Exhibitsreferenced in this Agreement are incorporated into this Agreement and togethercontain the entire agreement between the parties hereto with respect to thetransactions contemplated hereunder, and supersede all negotiations,representations, warranties, commitments, offers, contracts and writings priorto the date hereof.  No waiver and nomodification or amendment of any provision of this Agreement shall be effectiveunless specifically made in writing and duly signed by the party to be boundthereby.

## 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.  The respective rights and obligations of theparties hereto shall not be assignable without the prior written consent of theother parties; provided, however, that the Purchaser may assign all or part ofits rights under this Agreement and delegate all or part of its obligationsunder this Agreement to one or more of its Affiliates, in which event all therights and powers of the 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 the Purchaser from its obligations under this Agreement, and further thePurchaser guarantees to the Seller the performance by each such Affiliate ofits obligations under this Agreement.  Inthe event of any such assignment and

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## delegation the term “Purchaser” asused in this Agreement shall be deemed to refer to each such Affiliate of thePurchaser where reference is made to actions or to be taken with respect to theacquisition of the Facility or Purchased Assets, and shall be deemed to includeboth the Purchaser and each such Affiliate where appropriate.  This Agreement shall be binding upon andinure to the benefit of the parties hereto and their successors and permittedassigns.

## 15.05       Savings Clause.  If any provision hereof shall be held invalidor unenforceable by any court of competent jurisdiction or as a result offuture legislative action, such holding or action shall be strictly construedand shall not affect the validity 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       Risk of Loss.  Risk of loss, damage or destruction to thePurchased Assets shall be upon the Seller until the Closing, and shallthereafter be upon the Purchaser.

## 15.08       Governing Law.  The validity, interpretation and effect ofthis Agreement shall be governed exclusively by the laws of the State of NewYork, including Sections 5-1401 and 5-1402 of the New York General ObligationsLaw.

## 15.09       Dispute Resolution.

### (a)           If any issue, dispute, claim orcontroversy should arise out of or relate to this Agreement involving theparties hereto (“Dispute”) and the parties hereto are unable to resolvethe Dispute on or before the thirtieth (30th) day following written notice ofsuch Dispute by a party to the other party, which notice describes inreasonable detail the nature of the Dispute and the facts and circumstancesrelating thereto, the Purchaser shall nominate a member of its seniormanagement team and the Seller shall nominate a member of its senior managementteam for the purpose of a meeting between such representatives at a mutuallyagreeable 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.  If the Dispute hasnot been resolved within sixty (60) days following the date of the notice ofthe Dispute, any party may commence legal proceedings or submit such Dispute tobinding arbitration under this Section 15.09.

### (b)           Upon demand of any party hereto madebefore or within thirty (30) days after institution of any judicial proceedingrelating to a Dispute, any Dispute shall be resolved by binding arbitration asprovided herein.  Institution of ajudicial proceeding by a party does not waive the right of that party to demandarbitration hereunder.  A party maydemand and commence arbitration by delivering to the other party an arbitrationnotice (“Arbitration Notice”) that includes a general description of theDispute and a reference to the fact that such Dispute is

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### being referred to arbitration under thisSection 15.09.

### (c)           Promptly following the delivery of anArbitration Notice, the parties hereto shall endeavor to agree upon a panel ofthree arbitrators.  If on or beforethirty (30) days following the delivery of an Arbitration Notice to the otherparty they have not so agreed, then the Purchaser, by notice to the Seller, maydesignate one arbitrator (who shall not be an agent or employee of thePurchaser or any of its Affiliates), and the Seller, by notice to thePurchaser, may designate one arbitrator (who shall not be an agent or employeeof the Seller or any of its Affiliates). The two arbitrators designated as provided in the immediately precedingsentence shall endeavor to designate promptly a third arbitrator.  If either the Purchaser or the Seller havenot designated an initial arbitrator on or before thirty (30) days followingthe delivery of an Arbitration Notice to the other party, or if the twoinitially designated arbitrators have not designated a third arbitrator withinfifteen (15) days of the date for designation of the two arbitrators initiallydesignated, any party may request the American Arbitration Association to designatethe remaining arbitrator(s) pursuant to its Commercial Arbitration Rules (“AAARules”).  If any arbitrator resigns,becomes incapacitated, or otherwise refuses or fails to serve or to continue toserve as an arbitrator, the party entitled to designate that arbitrator shalldesignate a successor.

### (d)           The arbitration shall be conducted inthe English language in Cleveland, Ohio. The arbitrators shall set the date, the time, and the place of hearing,which must commence on or before ninety (90) days following the designation ofthe third arbitrator.  The arbitrationshall be conducted under the AAA Rules not inconsistent with the provisions ofthe Agreement.  In connection with anysuch arbitration, the arbitrators shall construe the Agreement in a mannerconsistent with the choice of law provisions set forth herein.  The arbitrators shall render their decisionon or before ninety (90) days following the commencement of the hearing.  The arbitrators’ decision shall be set forthin a writing that includes an explanation of the reason for such decision andan allocation of the fees and expenses of the arbitrators to the parties basedon the relative extent to which they do not prevail on their positions.  Each party against which the decisionassesses a monetary obligation shall pay that obligation on or before thirty(30) days following the announcement of the decision or such other date as thedecision may provide.  The decisions ofthe arbitrators are final and binding on all parties hereto and are not subjectto appeal.  The decisions of thearbitrators may be enforced in any court of competent jurisdiction, and anyparty may authorize any such court to enter judgment on the arbitrators’decisions.  Pending the outcome of anyarbitration conducted pursuant to this Section 15.09, the parties shall beobligated to continue 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.  Except as provided inthis Section 15.09, each party shall bear its own legal fees and costs inconnection with any Dispute.

### (e)           Notwithstanding the bindingarbitration provisions in this Section 15.09, the parties hereto agree topreserve, without diminution, the following remedies that the parties

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### may employ or exercise freely, independentlyor in connection with an arbitration proceeding or after an arbitration actionis brought.  Each party shall have theright to proceed in any court of proper jurisdiction or by self-help toexercise or prosecute the following remedies: (a) all rights to obtain possession of property; (b) all rights toforeclose against any property or other security by exercising a power of salegranted under the Agreement or under applicable Law or by a judicialforeclosure and sale; (c) all rights of self-help including set-off andpeaceful possession of personal property; and (d) obtaining provisional or ancillaryremedies including injunctive relief, sequestration, garnishment, attachment,appointment of a receiver and filing an involuntary bankruptcy proceeding.  Preservation of these remedies does not limitthe power of the arbitrators to grant similar remedies.

## 15.10       Press Releases.  Pending Closing, all notices to third partiesand all other publicity relating to the transactions contemplated by thisAgreement shall be jointly planned, coordinated, and agreed to by the Purchaserand the Seller, except to the extent disclosures are required by Law or any listing agreement with the NYSE;provided, however, that Seller on the one hand and Purchaser on the other handmay confirm information previously made public in compliance with thisAgreement.

## 15.11       U.S. Dollars.  All amounts expressed in this Agreement andall payments required by this Agreement are in United States dollars.

## 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 12.03 hereof.

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

ToThe Seller:

DPLEnergy, LLC

1065Woodman Drive

Dayton,OH  45432

Fax:  (937) 259-7848

Attention:  GaryG. Stephenson

WithCopy To:

Winston& Strawn LLP

1700 KStreet, NW

Washington,DC  20006

Fax:  (202) 282-5100

Attention: Gerald P. Farano

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ToThe Purchaser:

ColumbusSouthern Power Company

c/oCommercial Operations

155West Nationwide Blvd

Columbus,OH  43215

Ph:  614-583-7430

Fax:  614-583-1601

Attention: Brian X. Tierney

WithCopy To:

AEPService Corporation

1Riverside Plaza

Columbus,OH  43215

Ph:  614-716-2929

Fax:  614-716-2014

Attention: General Counsel

### (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 air courier, shall be effectiveupon delivery; if sent by facsimile, shall be delivered upon receipt of proofof transmission and if delivered by mail, shall be effective upon deposit inthe United States mail, postage prepaid.

## 15.14       No Third Party Beneficiaries.  This Agreement is solely for the benefit ofSeller and its successors and permitted assigns with respect to the obligationsof Purchaser under this Agreement, and for the benefit of Purchaser and itssuccessors and permitted assigns with respect to the obligations of Sellerunder this Agreement.  This Agreementshall not be deemed to confer upon or give to any other third party any remedy,claim, liability, reimbursement, cause of action or other right.

## 15.15       Jurisdiction and Consent to Service.  Subject to the provisions of Section 15.09,each of the Seller and the Purchaser (i) agree that any suit, action orproceeding arising out of or relating to this Agreement shall be brought solelyin the state or federal courts of the State of Ohio; (ii) consents to theexclusive jurisdiction of each such court in any suit, action or proceedingrelating to or arising out of this Agreement; (iii) waives any objection thatit may have to the laying of venue in any such suit, action or proceeding inany such court; and (iv) agrees that service of any court paper may be made insuch manner as may be provided under

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## applicable laws or court rules governingservice of process.

## 15.16       WAIVER OF A JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVESANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF ORRELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

## 15.17       No Presumption Against Drafter.  Each of the parties hereto has jointlyparticipated in the negotiation and drafting of this Agreement.  In the event of an ambiguity or a question ofintent or interpretation arises, this Agreement shall be construed as ifdrafted jointly by each of the parties hereto and no presumptions or burdens ofproof shall arise favoring any party by virtue of the authorship of any of theprovisions of this Agreement.

## 15.18       Parent Guaranty. The obligations of Seller under this Agreement and the documents to beexecuted and delivered by Seller at Closing is guaranteed by DPL Inc. under theParent Guaranty.

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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:                                |   |
|       |                                  |
| ** ** | **COLUMBUS  SOUTHERN POWER  COMPANY** |
| ** ** | ** **                            |
|       | By:                                   |   |
|       | Title:                                |   |
|            |                                       |  |  |

 

47

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**Exhibits and Schedules**
| Exhibit | ** ** | **Description**                                   |
|---------|------------|---------------------------------------------------|
|    |       |                                              |
| A       |       | Microwave Tower and Substation Easement Agreement |
| B       |       | [Exhibit intentionally left blank]                |
| C       |       | Darby Site Diagram                                |
| D       |       | Parent Guaranty                                   |
| E       |       | Assumption Agreement                              |
| F       |       | Compensation Agreement                            |
| G       |       | Enterprise Zone Agreement                         |
| H       |       | Tax Incentive Donation Agreement                  |

 
| Schedule | ** ** | **Description**                                                  |
|----------|------------|------------------------------------------------------------------|
|     |       |                                                             |
| I        |       | Excluded Inventory                                               |
| IA       |       | Spare Parts                                                      |
| II       |       | Real Property                                                    |
| III      |       | Real Property Leases                                             |
| IV       |       | Proprietary Items                                                |
| V        |       | Other Retained Assets                                            |
| 2.05     |       | Allocation of Purchase Price                                     |
| 5.02     |       | Pending Closing                                                  |
| 6.01     |       | Title Policy and Survey                                          |
| 7.03     |       | Seller Governmental Approvals                                    |
| 7.04     |       | Brokers                                                          |
| 7.06(a)  |       | Purchased Contracts                                              |
| 7.06(b)  |       | Retained Contracts                                               |
| 7.07     |       | Insurance                                                        |
| 7.09     |       | Title to Purchased Assets                                        |
| 7.10     |       | Intellectual Property                                            |
| 7.11     |       | Litigation                                                       |
| 7.12     |       | Compliance with Laws                                             |
| 7.14     |       | Taxes                                                            |
| 7.15     |       | Licenses and Permits                                             |
| 7.16     |       | Environmental Compliance                                         |
| 8.03     |       | Purchaser Governmental Approvals                                 |
| 9.05     |       | Other Consents as Conditions Precedent to Purchaser  Obligations |
| 10.04    |       | Other Consents as Conditions Precedent to Seller  Obligations    |

 

48

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