exhibit10-1.htm


    ASSET PURCHASE AGREEMENT

     

    


     

    by
and among

     

    


     

    RELIANT ENERGY WHOLESALE GENERATION, LLC and

     

    RELIANT
ENERGY ASSET MANAGEMENT, LLC,

     

    as
Sellers,

     

    


     

    and

     

    


     

    NEVADA
POWER COMPANY,

     

    as
Purchaser

     

    


     

    APRIL
21, 2008

     

    


     

    BIGHORN
POWER PLANT

     

    Clark
County, Nevada

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    Page

     

    
      	
              ARTICLE
      I DEFINITIONS; USAGE[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      1.1Definitions[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      1.2Rules as
      to Usage[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      1.3Schedules
      and Exhibits[INSERT PAGE
  NUMBER]

            


    

     

    
      	
              ARTICLE
      II SALE AND PURCHASE; PRICE; CLOSING[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      2.1Sale and
      Purchase; Definition of Purchased Assets; Excluded
      Liability[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      2.2Purchase
      Price[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      2.3Allocation
      of Purchase Price[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      2.4The
      Closing[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      2.5Closing
      Deliveries.[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      2.6Further
      Assurances; Post-Closing Cooperation[INSERT PAGE
      NUMBER]

            


    

     

    
      	
              ARTICLE
      III REPRESENTATIONS AND WARRANTIES OF THE SELLERS[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.1Existence[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.2Authority[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.3Binding
      Agreement[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.4No
      Conflicts[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.5Approvals
      and Filings[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.6No
      Material Adverse Effect[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.7Legal
      Proceedings[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.8Compliance
      with Laws[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.9Title to
      Personal Property[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.10Real
      Property.[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.11Condition
      of Purchased Assets[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.12Warranty
      Matters[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.13Contracts.[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.14Permits.[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.15Insurance[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.16Environmental
      Matters.[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.17Labor
      Matters[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.18Employee
      Matters[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.19Brokers[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      3.20Intellectual
      Property[INSERT PAGE
  NUMBER]

            


    

     

    
      	
              ARTICLE
      IV REPRESENTATIONS
      AND WARRANTIES OF PURCHASER[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      4.1Existence[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      4.2Authority[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      4.3Binding
      Agreement[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      4.4No
      Conflicts[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      4.5Approvals
      and Filings[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      4.6Legal
      Proceedings[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      4.7Brokers[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      4.8Financial
      Resources[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      4.9Opportunity
      for Independent Investigation[INSERT PAGE
  NUMBER]

            


    

     

    
      	
              ARTICLE
      V COVENANTS[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      5.1Efforts
      to Close and Fulfillment of Conditions[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      5.2Operation and
      Maintenance of Purchased Assets[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      5.3Purchaser's
      Inspection Right[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      5.4Cooperation
      with Facility Takeover and
      Transition of Operations[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      5.5Employee
      and Benefit Matters[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      5.6Risk of
      Loss[INSERT
      PAGE NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      5.7Interim
      Reports[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      5.8Update
      of Schedules[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      5.9No
      Solicitation
      of Competing Transaction[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      5.10Use of
      Certain Names[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      5.11Support
      Obligations.[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      5.12Termination
      of Certain Services and Contracts[INSERT PAGE
  NUMBER]

            


    

     

    
      	
              ARTICLE
      VI CONDITIONS TO CLOSING[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      6.1Purchaser's
      Conditions Precedent[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      6.2Sellers'
      Conditions Precedent[INSERT PAGE
  NUMBER]

            


    

     

    
      	
              ARTICLE
      VII TERMINATION[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      7.1Termination
      Prior to Closing[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      7.2Effect
      of Termination or Breach Prior to Closing[INSERT PAGE
      NUMBER]

            


    

     

    
      	
              ARTICLE
      VIII INDEMNIFICATION[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      8.1Indemnification
      by Sellers[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      8.2Indemnification
      by Purchaser[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      8.3Method
      of Asserting Claims[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      8.4Limitations
      of Liability.[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      8.5Indemnification
      in Case of Strict Liability or Indemnitee Negligence[INSERT PAGE
      NUMBER]

            


    

     

    
      	
              ARTICLE
      IX TAX MATTERS[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      9.1Representations
      and Warranties[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      9.2Transfer
      Taxes[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      9.3Property
      Taxes[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      9.4Sellers'
      Tax Indemnification[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      9.5Purchaser
      Tax Indemnification[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      9.6Refunds[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      9.7Contests[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      9.8Assistance
      and Cooperation[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      9.9Information[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      9.10Tax
      Returns[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      9.11Survival
      of Obligations[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      9.12Adjustments
      to Purchase Price[INSERT PAGE
  NUMBER]

            


    

     

    
      	
              ARTICLE
      X SURVIVAL; NO OTHER REPRESENTATIONS[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      10.1Survival
      of Representations, Warranties, Covenants and
      Agreements[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      10.2No Other
      Representations[INSERT PAGE
  NUMBER]

            


    

     

    
      	
              ARTICLE
      XI DISPUTE RESOLUTION[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      11.1Dispute
      Resolution[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      11.2Venue[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      11.3Waiver
      of Trial by Jury[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      11.4Service
      of Process[INSERT PAGE
  NUMBER]

            


    

     

    
      	
              ARTICLE
      XII LIMITED REMEDIES AND DAMAGES[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      12.1Exclusive
      Remedies[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      12.2Limitation
      of Liability[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      12.3Specific
      Performance[INSERT PAGE
  NUMBER]

            


    

     

    
      	
              ARTICLE
      XIII MISCELLANEOUS[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.1REI
      Guaranty[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.2Notices[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.3Payments[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.4Entire
      Agreement[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.5Expenses[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.6Public
      Announcements[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.7Confidentiality[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.8Waivers[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.9Amendment[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.10No
      Construction Against Drafting Party[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.11No Third
      Party Beneficiary[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.12Headings[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.13Invalid
      Provisions[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.14Governing
      Law[INSERT
      PAGE NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.15No
      Assignment; Binding Effect[INSERT PAGE
  NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.16Counterparts[INSERT PAGE
      NUMBER]

            


    

     

    
      	
               
      

            	
              Section
      13.17Time of
      Essence[INSERT PAGE
  NUMBER]

            


    

     

     


    
      
        
           

          Bighorn
Generating Facility

          


          


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULES:

    


    
      	
              Schedule 1.1(a)

            	
              Assigned Facility
  Agreements

            
	
              Schedule 1.1(b), Part A

            	
              Materials and Equipment

            
	
              Schedule 1.1(b), Part B

            	
              Stores and Inventory

            
	
              Schedule 1.1(c)

            	
              Requested Consents

            
	
              Schedule 1.1(d)

              Schedule 1.1(e)

              Schedule 1.1(f)

              Schedule 1.1(g)

              Schedule 1.1(h)

              Schedule 1.1(i)

            	
              Easements

              Permitted Liens

              Transferred Intellectual
      Property

              Project Employees

              Stores and Inventory
      Methodology

              Transferred Permits

            
	
              Schedule 2.1.3

            	
              Excluded Assets

            
	
              Schedule 5.2(b)(iii)

            	
              Material Assigned Facility
      Agreements

            
	
              Schedule 5.2(d)

            	
              Permitted Actions

            
	
               

              Sellers' Disclosure
Schedule

            	
               

              Section
      1.1(a):                                           Sellers'
      Knowledge Persons

              Section
      3.4:                                           Consents
      and Actions

              Section
      3.5:                                           Approvals
      and Filings

              Section
      3.7:                                           Sellers'
      Legal Proceedings

              Section
      3.10(d)Real
      Property - Material Liens

              Section
      3.10(f):Real
      Property – Commitments to or Agreements with any Governmental Authority
      Affecting the Use or Ownership of the Real
      Property

              Section
      3.10(g):Real
      Property – Agreements for the Sale, Exchange, Encumbrance, Lease or
      Transfer of Any of the Real Property or Any Portion of the Same by
      Sellers

              Section
      3.10(h):Real
      Property – Notices of Non-Compliance with Applicable Material Conditions,
      Covenants and Restrictions that Encumber the Real
      Property

              Section
      3.11:Materials and Equipment and
      Tangible Personal Property

              Section
      3.12:Warranty
      Matters

              Section 3.14(a):Facility Permits

              Section
      3.14(b)(i):Permit
      Parties

              Section
      3.14(b)(ii):Compliance
      with and Status of Facility Permits

              Section
      3.15:List of Insurance
      Policies

              Section
      3.16:Environmental
      Matters

              Section 3.16(d):Material Environmental
      Permits

              Section
      3.18(b):Seller
      Plans

              Section
      3.20(a):Intellectual
      Property

              Section
      3.20(b):Infringement of Intellectual
      Property

              Section
      5.11(a):Support
      Obligations

              Section
      9.1:Tax Matters
      Exceptions

               

            
	
              Purchaser's Disclosure
      Schedule

            	
              Section
      1.1(a): Purchaser's Knowledge
      Persons

              Section
      4.5:Approvals
      and Filings

              Section
      4.6: Purchaser's Legal
      Proceedings

               

            


    

     

    EXHIBITS:

     

    
      	
              Exhibit
      A

              Exhibit
      B

              Exhibit
      C

            	
              Form
      of Bill of Sale and Assignment

              Form
      of Easement and Lease Assignment and Assumption Agreement

              Form
      of Assignment Agreement

            
	
              Exhibit
      D

            	
              Form
      of Requested Consent

            


    


    
      
        
           

          Bighorn
Generating Facility

          


          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    ASSET
PURCHASE AGREEMENT

     

    


     

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

     

    RECITALS

     

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

     

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

     

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

     

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

     

    


     

    AGREEMENTS

     

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

    


    


    ARTICLE
I                                

     

    


     

    DEFINITIONS;
USAGE

     

    Section
1.1 Definitions

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    "Code" means the
Internal Revenue Code of 1986, as amended.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    "Environmental
Permits" means any Permits required by Environmental Law.

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    "Federal Power Act"
means the Federal Power Act of 1935, as amended.

     

    "FERC" means the
Federal Energy Regulatory Commission.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    "PUCN" means the
Public Utilities Commission of Nevada.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

    "Real Property" means
the Site, the Improvements, and the Easements.

     

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

     

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

     

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

     

    "REAM"
has the meaning given to it in the Preamble.

     

    "RECS" means Reliant
Energy Corporate Services, LLC.

     

    "REI" has the meaning
given to it in the Recitals.

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    "REWG"
has the meaning given to it in the Preamble.

     

    "RRSU"
means Regional Required System Upgrades.

     

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

     

    "SCE"
means Southern California Edison Company.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    "Seller Savings
Plan" means Reliant Energy, Inc. Savings Plan.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    "Sellers'
Indemnified Party" has the meaning given to it in Section
8.2 of this
Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    


    Section
1.2 Rules as to
Usage

     

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

     

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

                

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

    Section
1.3 Schedules and
Exhibits

     

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

     

    ARTICLE
II                                

    
SALE AND
PURCHASE; PRICE; CLOSING

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    Section
2.1.4 Excluded Liabilities;
Assumed Liabilities.  

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

        

        Section
2.2 Purchase
Price

     

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

     

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


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    Section
2.2.4 Purchase Price
Adjustment.

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    Section
2.2.7 Proration.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

    Section
2.3 Allocation of Purchase
Price

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
2.4 The
Closing

     

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

     

    Section
2.5 Closing
Deliveries.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

    Section
2.6 Further Assurances;
Post-Closing Cooperation

     

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

     

    Section
2.6.2 Pre-Closing Books and
Records.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    ARTICLE
III                                

     

    REPRESENTATIONS
AND WARRANTIES OF THE SELLERS

     

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

     

    Section
3.1 Existence

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
3.2 Authority

     

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

     

    Section
3.3 Binding
Agreement

     

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

     

    Section
3.4 No
Conflicts

     

    Subject to the receipt of the Requested Consents, FERC Approval, the
expiration or early termination of the waiting period under the HSR Act and
receipt of the other consents and actions listed in Section
3.4 of Sellers'
Disclosure Schedule, the execution and delivery by each Seller of this Agreement
do not, and the execution and delivery by such Seller of the Transaction
Agreements to which it is or will be a party, the performance by such Seller of
its obligations under this Agreement and such Transaction Agreements and the
consummation of the transactions contemplated hereby and thereby shall
not:

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

    Section
3.5 Approvals and
Filings

     

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

     

    Section
3.6 No Material Adverse
Effect

     

    To
Sellers' Knowledge, none of the Sellers has any Liability that has, or could be
reasonably likely to have, a Material Adverse Effect.

     

    Section
3.7 Legal
Proceedings

     

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

     

    Section
3.8 Compliance with
Laws

     

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

     

    Section
3.9 Title to Personal
Property

     

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

     

    Section
3.10 Real Property. 

     

    (a) REWG is
the current owner and holder of the leasehold estate created by the Lease, free
and clear of all Liens other than Permitted Liens, but subject to Permitted
Encumbrances and other matters of record.  To Seller’s Knowledge, the
Lease is in full force and effect and is enforceable against the lessor
thereunder in accordance with its terms.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) REWG is
the current holder of the interest in the Improvements created by Section 3.8 of
the Lease, free and clear of all Liens other than Permitted Liens, but subject
to the terms and conditions of the Lease, Permitted Encumbrances and other
matters of record.

     

    (c) REWG is
the current owner and holder of the easement rights created by the Easements,
free and clear of all Liens other than Permitted Liens, but subject to Permitted
Encumbrances and other matters of record.  To Seller’s Knowledge, each
Easement is in full force and effect and enforceable against the grantor thereof
in accordance with its terms.

     

    (d) Seller
has provided to Purchaser true and complete copies of the Lease, the Easements,
and Liens thereon (except for Permitted Liens and Permitted Encumbrances),
including those listed in Section 3.10(d) of
the Sellers' Disclosure Schedule (together with all amendments, supplements,
schedules and exhibits thereto) (collectively, the "Real Property
Documents").   

     

    (e) Sellers
have not received any notice that the whole or any portion of the Real Property
is subject to any governmental decree or order to be sold or is being condemned,
expropriated or otherwise taken by any Governmental Authority with or without
payment of compensation therefor, nor, to Sellers' Knowledge, has any such
condemnation, expropriation or taking been proposed.  None of the
Sellers is a party to any lease, assignment or similar arrangement affecting or
relating to any portion of the Real Property except for the Real Property
Documents and as may be disclosed in the Title Insurance
Commitment.  To Sellers' Knowledge, no security deposit or portion
thereof with respect to any Real Property Document has been applied in respect
of a breach or default under such Real Property Document that has not been
re-deposited in full.  The Sellers do not owe any brokerage
commissions or finder's fees with respect to such Real Property
Documents.  None of the Sellers has received any notice of any
material requirements or recommendations by any insurance company that has
issued a policy covering any part of the Real Property or by any board of fire
underwriters or other body exercising similar functions, requiring or
recommending any repairs or work to be done on any part of the Real Property,
which repair or work has not been completed and accepted.

     

    (f) Other
than Permitted Liens and as set forth in Section
3.10(f) of
Sellers' Disclosure Schedule and as may be reflected in the Title Insurance
Commitment, there are no commitments to or agreements by Sellers with any
Governmental Authority affecting the use or ownership of the Real Property and,
to Sellers' Knowledge, there are no commitments to or agreements with any
Governmental Authority by any other party affecting the use or ownership of the
Real Property.

     

    (g) Except as set forth in Section
3.10(g) of Sellers' Disclosure
Schedule, none of the Sellers is a party to any agreement for the sale,
exchange, encumbrance, lease or transfer of any of the Real Property, the Real
Property Interests or any portion of the Real Property or the Real Property
Interests by Sellers.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (h) Except as
set forth in Section
3.10(h) of
Sellers' Disclosure Schedule, Sellers, to their Knowledge, are in compliance
with applicable material conditions, covenants and restrictions that encumber
the Real Property or the Real Property Interests.

     

    Section
3.11 Condition of Purchased
Assets

     

    .  Except as set forth in Section
3.11 of
Sellers' Disclosure Schedule, all Materials and Equipment are currently located
on the Real Property and no Materials and Equipment intended for the Facility
are being held by third parties pending payment by Sellers.  To
Sellers’ Knowledge, Sellers have not failed to disclose to Purchaser any fact
relating to the operation or condition of the Facility or the Real Property that
could reasonably be likely to have a Material Adverse Effect.  The
Facility has been operated in accordance with Good Operating Practices except
matters that would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.  Except as set forth on Section 3.11 of
Sellers' Disclosure Schedule, the Purchased Assets are sufficient to operate the
business of the Facility as historically owned, operated and maintained for the
last 24 months by Sellers, except for the Excluded Assets.

     

    Section
3.12 Warranty
Matters

     

     Section
3.12 of the
Sellers' Disclosure Schedule identifies all currently effective warranties by
any vendor, materialman, supplier, contractor or subcontractor relating to the
Purchased Asset or any component thereof with a value of $50,000 or
more.  To Sellers' Knowledge, there are no events that have occurred
or conditions applicable that constitute or may constitute a defense to the
continuing effectiveness of each such warranty.

     

    Section
3.13 Contracts.

     

    (a) Excluding
the Assigned Facility Agreements, any Seller Plans and any Contracts with
respect to which none of the Purchased Assets will be bound or have Liability
after the Closing, there are no Contracts of the following types by which the
Purchased Assets may be bound or relating to the employment at the Project of
any Project Employee:

     

    (i) Contracts
for the future purchase, exchange or sale of electric power or ancillary
services or fuel;

     

    (ii) Contracts
for the future transmission of electric power or fuel or for the storage of
fuel;

     

    (iii) interconnection
Contracts;

     

    (iv) other
than Contracts of the nature addressed by Section
3.13(a)(i) and Section
3.13(a)(ii), Contracts for the
future provision of goods or services requiring payments in excess of $500,000
for each individual Contract;

     

    (v) outstanding
agreements of guaranty, surety or indemnification, direct or indirect, by
Sellers or any of their Affiliates for the benefit of the Purchased
Assets;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (vi) Contracts
with Sellers or any of their Affiliates relating to the future provision of
goods or services;

     

    (vii) employment
and consulting Contracts;

     

    (viii) Contracts
providing severance benefits in excess of $100,000;

     

    (ix) any
collective bargaining agreement;

     

    (x) outstanding
futures, swap, collar, put, call, floor, cap, option or other Contracts that are
intended to benefit from or reduce or eliminate the risk of fluctuations in the
price of commodities, including electric power, fuel or
securities;

     

    (xi) partnership,
joint venture or limited liability company agreements;

     

    (xii) Contracts
relating to indebtedness;

     

    (xiii) Contracts
relating to the use of the Site; and

     

    (xiv) Contracts
relating to the use of Intellectual Property used in the operation of the
Facility.

     

    (b) Sellers
have provided Purchaser with, or access to, true and complete copies of all
Assigned Facility Agreements, including all amendments, supplements, schedules
and exhibits thereto.  No written waiver or, to Sellers' Knowledge,
verbal waiver of any term or condition of any Assigned Facility Agreement is
currently in effect.  Neither REWG nor Reliant Energy Services, Inc.
has assigned any of its interest in the Assigned Facility Agreements and its
respective interests in the Assigned Facility Agreements are not subject to any
Liens (other than Permitted Liens).

     

    (c) Neither
Seller, and to Sellers' Knowledge, no counterparty, is in default in any
material respect in the performance or observance of any term or provision of,
and no event has occurred which, with lapse of time or action by a third party,
would result in such a default under, any Assigned Facility
Agreement.  To Sellers’ Knowledge, each Assigned Facility Agreement is
in full force and effect.  Each Assigned Facility Agreement (other
than the Real Property Documents), and to Sellers’ Knowledge each of the Real
Property Documents, constitutes a legal, valid and binding agreement of the
applicable Seller and, to Sellers' Knowledge, of each other party thereto,
enforceable in accordance with its terms (subject to applicable bankruptcy,
insolvency or other similar Laws relating to or affecting the enforcement of
creditors' rights generally and to general principles of
equity).

     

    Section
3.14 Permits.

     

    (a) Except
for those Permits required under Environmental Law, Sellers' representations and
warranties for which are set forth exclusively under Section 3.16 of this
Agreement, Section
3.14(a) of the Sellers' Disclosure Schedule sets forth all material
Permits (but excluding those Permits related to environmental matters which are
addressed in Section
3.16) that Sellers are required to obtain under applicable Law in
connection with the ownership, operation, maintenance or use of the Facility
(the "Facility
Permits").

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Except as
set forth in Section
3.14(b)(i) of
Sellers' Disclosure Schedule, all Facility Permits are properly in the name of
the Facility or a Seller.  Except as set forth in Section
3.14(b)(ii) of Sellers' Disclosure Schedule, each of
the Sellers is in compliance in all material respects with each Facility Permit,
and each Facility Permit is in full force and effect.

     

    Section
3.15 Insurance

     

    Section
3.15 of Sellers' Disclosure Schedule sets forth a true
and complete list and description of all material insurance policies in force on
the Effective Date with respect to the Purchased Assets, together with a
statement of the aggregate amount of claims paid out and claims pending, under
each such insurance policy, in each case relating to the Purchased
Assets.  All policies are in full force and effect in all material
respects, all premiums due thereon have been paid and the Sellers are otherwise
in compliance in all material respects with the terms and provisions of such
policies.  Furthermore, as they relate to the Purchased Assets, to
Sellers’ Knowledge, (a) Sellers have not received any notice of cancellation or
non-renewal of any such policy nor is the termination of any such policies
threatened, (b) there is no claim pending under any of such policies as to which
coverage has been questioned, denied or disputed by the underwriters of such
policies, (c) Sellers have not received any notice from any of its insurance
carriers that any insurance premiums in respect of such policies will be
increased in the future or that any insurance coverage presently provided for
will not be available to the Sellers in the future on substantially the same
terms as now in effect, and (d) Sellers have not received notice that the
Facility or any Materials and Equipment or the operation thereof will not be
insurable or will be subject to exclusions arising from actual or potential
defects in the Purchased Assets.

     

    Section
3.16 Environmental
Matters.

     

    Except as set forth in Section
3.16 of Sellers'
Disclosure Schedule:

     

    (a) Sellers
have made available to Purchaser all of the material environmental site
assessment reports and studies that were in the possession of Sellers, which
relate to environmental matters in connection with ownership, construction,
operation or maintenance of the Facility.  

     

    (b) None of
the Sellers (i) has entered into or agreed to any judicial or administrative
consent decree or order or (ii) is subject to any judgment, decree, or judicial
or administrative order, relating to compliance with any Environmental Law or to
investigation or cleanup of Hazardous Materials under any Environmental Law, in
each case relating to the Facility or the Real Property, except for any such
consent decree, order, or the like under which Sellers' obligations have been
fully completed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) There are
no Actions pending nor, to Sellers' Knowledge, are there any Actions threatened,
of which Sellers have received written notice, to which any Seller is a party
under any Environmental Law relating to the Facility or the Real Property,
except for such claims or Actions which have been fully
resolved.

     

    (d) All
material Environmental Permits issued to any Seller and in effect with respect
to the Facility or the Real Property are set forth in Section 3.16(d) of
the Sellers' Disclosure Schedule.  All material Environmental Permits
required for the ownership, construction, or operation of the Facility (i) are
in effect to the extent required under any Environmental Law or (ii) a complete
and timely application has been submitted such that an application shield would
apply.  No appeal or any other action is pending, or to Seller's
Knowledge, threatened, to revoke any such Environmental Permits, except for such
appeal or other action, which has been fully resolved.

     

    (e) Sellers
are and have been in compliance with all applicable Environmental Laws in all
material respects with respect to the Facility or the Real
Property.

     

    (f) None of
the Sellers has Released Hazardous Materials on, beneath or from the Real
Property, except for Releases of Hazardous Materials that would not reasonably
be expected to result in a claim by a Governmental Authority or other Person not
affiliated with Purchaser or a requirement to engage in a material
Remediation.

     

    (g) To
Sellers' Knowledge, there are no facts, circumstances or conditions related to
Sellers' operation of the Facility that currently exist that would make it
reasonably likely that the Facility is in violation in any material respect with
applicable Environmental Law.

     

    Notwithstanding any other provision of this Agreement to the contrary
(except for Environmental Permits that may require filing with, or approval by,
Governmental Authorities under Section
3.5), this Section 3.16 contains
the sole and exclusive representations and warranties of Sellers with respect to
compliance with Environmental Laws, Environmental Permits, Hazardous Materials
and Remediation.

     

    Section
3.17 Labor
Matters

     

                         (a) All of
the Project Employees are employees of RECS.

     

                            
(b) RECS is
neither party to, nor bound by, any labor agreement, collective bargaining
agreement, work rules or practices or any other labor-related agreements or
arrangements with any labor union or labor organization pertaining to the
Project Employees.  There are no labor agreements, collective
bargaining agreements, work rules or practices or any other labor-related
agreements or arrangements with any labor union or labor organization that
pertain to any Project Employee's employment with RECS.

     

    (c) No labor
union, labor organization or Project Employee has made a pending demand for
recognition or certification to Sellers or RECS with respect to the Facility or
Project Employees.  To Sellers’ Knowledge and to the knowledge of
RECS, there are no representation or certification proceedings or petitions
seeking a representation proceeding presently pending or threatened in writing
to be brought or filed with the National Labor Relations Board or any other
labor relations tribunal or authority with respect to Project
Employees.  To the knowledge of RECS and to Sellers' Knowledge, there
have been no labor union organizing activities with respect to any Project
Employees.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) From
January 1, 2005, there has been no actual or, to the knowledge of RECS and to
Sellers' Knowledge, threatened arbitrations, grievances, labor disputes,
strikes, lockouts, slowdowns or work stoppages against or affecting the
Project.

     

    (e) With
respect to the Project Employees, none of RECS or its respective employees,
agents or representatives has committed any material unfair labor practice as
defined in the National Labor Relations Act.

     

    (f) RECS and
Sellers, with respect to the Project Employees, are in compliance in all
material respects with all applicable Laws relating to employment and employment
practices, including, without limitation, all Laws respecting terms and
conditions of employment, health and safety, wages and hours, child labor,
immigration, employment discrimination, worker classification, disability rights
or benefits, equal opportunity, plant closures and layoffs, affirmative action,
workers compensation, labor relations, employee leave issues and unemployment
insurance.

     

    Section
3.18 Employee
Matters

     

    (a) Neither
Purchaser nor any of its Affiliates will incur any Liability under or otherwise
in respect of any employee compensation or benefit plan, program, agreement or
arrangement, providing retirement, incentive compensation, health, disability,
severance, life, or equity compensation or benefits (including any employee
benefit plan within the meaning of ERISA Section 3(3)), established or
maintained by Sellers or their ERISA Affiliates.  Each such plan,
program, agreement or arrangement maintained in respect of any individual
performing services in respect of the Facility or otherwise in respect of the
Purchased Assets has been maintained in material compliance with its terms and
applicable Law, including ERISA and the Code.

     

    (b) Section
3.18(b) of Sellers' Disclosure
Schedule sets forth a complete list of each deferred compensation and each
incentive compensation, stock purchase, equity compensation plan, program,
agreement or arrangement; each "welfare" plan, fund or program that is within
the meaning of Section 3(1) of ERISA; each "pension" plan, fund or program that
is within the meaning of Section 3(2) of ERISA; each employment, termination or
severance agreement; and each other employee benefit plan, fund, program,
agreement or arrangement, in each case, maintained or contributed to for the
benefit of any Project Employee (the "Seller
Plans").  With respect to each Seller Plan, Sellers have
heretofore delivered or made available to Purchaser, a summary plan description,
if applicable, or such other plan summary and the most recent determination
letter received from the Internal Revenue Service with respect to each Seller
Plan intended to qualify under Section 401(a) of the Code.  No Seller
Plan is a “defined benefit plan” within the meaning of Section 414(j) of the
Code.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
3.19 Brokers

     

    All
negotiations relative to this Agreement and the transactions contemplated hereby
have been carried out by Sellers directly with Purchaser without the
intervention of any Person on behalf of Sellers in such manner as to give rise
to any valid claim by any Person against Purchaser for a finder's fee, brokerage
commission or similar payment.

     

    Section
3.20 Intellectual
Property

     

    (a) Section
3.20(a) of
Sellers' Disclosure Schedule sets forth a complete list of all issued patents,
registered trademarks, registered copyrights and applications for any of the
foregoing owned by REWG and exclusively used in the Facility.  Except
as set forth on Section
3.20(a) of
Sellers' Disclosure Schedules, REWG has the right to use the Transferred
Intellectual Property.

     

    (b) Except as set forth on Section
3.20(b) of the Sellers' Disclosure Schedule, (i)
REWG owns or has the right to use all material Intellectual Property used in the
operations of the Facility as historically owned, operated and maintained for
the last 24 months by Sellers, and (ii) to Sellers' Knowledge, no Person has or
is infringing or misappropriating (whether directly or indirectly) any
Transferred Intellectual Property.  No Person has asserted against
REWG a claim in writing that the operation of the Facility as historically
owned, operated and maintained for the last 24 months by Sellers infringes or
misappropriates the Intellectual Property of such Person and, to Sellers’
Knowledge, there is no valid basis for any such claim.

     

    ARTICLE
IV

     

    REPRESENTATIONS
AND WARRANTIES OF PURCHASER

     

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

     

    Section
4.1 Existence

     

    Purchaser
is a corporation, duly formed, validly existing and in good standing under the
Laws of the State of Nevada and has full corporate power and authority to
conduct its business as it is now being conducted and to own, lease and operate
its assets and properties.  Purchaser is duly qualified or licensed to
do business and is in good standing in all jurisdictions in which the character
of the properties owned or held under lease by it or the nature of the business
transacted by it makes qualification necessary, except where the failure to be
so qualified, licensed or in good standing would not be reasonably expected to
have a Material Adverse Effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
4.2 Authority

     

    Purchaser
has full corporate power and authority to execute and deliver this Agreement and
all other agreements or instruments to which it is or will be a party in
connection with the transactions contemplated hereby, to perform its obligations
hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby.  The execution and delivery by Purchaser of this
Agreement and all other agreements or instruments to which it is or will be a
party in connection with the transactions contemplated hereby, and the
performance by Purchaser of its obligations hereunder and thereunder, have been
duly and validly authorized by all necessary corporate action.

     

    Section
4.3 Binding
Agreement

     

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

     

    Section
4.4 No
Conflicts

     

    Subject
to the receipt of the Requested Consents, PUCN Approval, FERC Approval and the
expiration or early termination of the waiting period under the HSR Act, the
execution and delivery by Purchaser of this Agreement do not, and the execution
and delivery by Purchaser of the Transaction Agreements to which Purchaser is or
will be a party, the performance by Purchaser of its obligations under this
Agreement and such Transaction Agreements and the consummation of the
transactions contemplated hereby and thereby shall not:

     

    (a) conflict
with or result in a violation or breach of any of the terms, conditions or
provisions of Purchaser's articles of incorporation and
by-laws;

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) conflict
with or result in a violation or breach in any material respect of any term or
provision of any Law applicable to Purchaser or any of its Affiliates or any of
their respective assets and properties.

     

    Section
4.5 Approvals and
Filings

     

    Except
for the Requested Consents, PUCN Approval, FERC Approval, the Amended TSA FERC
Order, the expiration or early termination of the waiting period under the HSR
Act and as set forth in Section 4.5 of Purchaser’s Disclosure Schedule, no
material consent or approval of, filing with or notice to, any Governmental
Authority or other Person is required in connection with the execution, delivery
and performance by Purchaser of this Agreement or any of the Transaction
Agreements to which Purchaser is or will be a party or the consummation by
Purchaser of the transactions contemplated hereby or thereby.

     

    Section
4.6 Legal
Proceedings

     

    Except as
set forth in Section
4.6 of Purchaser's Disclosure Schedule, there are no Actions (a)
outstanding or pending to which Purchaser is a party or (b) to Purchaser's
Knowledge, threatened against Purchaser or any of its assets and properties,
which would be reasonably expected to result in the issuance of an order
restraining, enjoining or otherwise prohibiting or making illegal the
consummation of the transactions contemplated by this Agreement or any of the
Transaction Agreements.

     

    Section
4.7 Brokers

     

    All
negotiations relative to this Agreement and the transactions contemplated hereby
have been carried out by Purchaser directly with Sellers without the
intervention of any Person on behalf of Purchaser in such manner as to give rise
to any valid claim by any Person against Sellers for a finder's fee, brokerage
commission or similar payment.

     

    Section
4.8 Financial
Resources

     

    Purchaser
will, at Closing, have unrestricted cash sufficient to satisfy its obligations
required to be performed at Closing.

     

    Section
4.9 Opportunity for Independent
Investigation

     

    Prior to
its execution of this Agreement, Purchaser has conducted to its satisfaction an
independent investigation and verification of the current condition and affairs
of the Facility and the Purchased Assets without reliance on Sellers; provided, that such
independent investigation and verification shall not affect the express
representations, warranties, covenants or other obligations of Seller contained
in this Agreement.  Purchaser has had reasonable and sufficient access
to documents, other information and materials as it considers appropriate to
make its evaluations.

     

                                   
ARTICLE
V                                

     

    COVENANTS

     

    Section
5.1 Efforts to Close and Fulfillment of
Conditions

     

    After the
Effective Date and prior to Closing:

     

    (a) Each
Party shall use commercially reasonable efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, all things necessary, proper or
advisable under Law to consummate and make effective the transactions
contemplated by this Agreement.  Such actions shall include each Party
using its commercially reasonable efforts to ensure satisfaction of the
conditions precedent to its obligations hereunder, as soon as practicable after
the Effective Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Each
Party shall provide reasonable cooperation to the other Party in obtaining
consents, approvals or actions of, making all filings with and giving all
notices to Governmental Authorities or other Persons required of the other Party
to consummate the transactions contemplated hereby and by the Transaction
Agreements.  The Parties shall use their commercially reasonable
efforts to respond promptly and accurately to any requests for additional
information made by any such Governmental Authority.  The Parties
agree that they shall consult with each other with respect to the transfer to
Purchaser or the obtaining by Purchaser or the Sellers of FERC Approval, PUCN
Approval and applicable Permits, consents, approvals and authorizations of all
third parties and Governmental Authorities, including the HSR Act filing; provided, that for
the avoidance of doubt, the HSR Act and PUCN filings and attachments thereto
need not be exchanged or preapproved by the non-filing
Parties.  Purchaser shall file with the PUCN, within 30 days after the
Effective Date, an amendment to Purchaser's 3-year action plan pursuant to NAC
704.9503, which amendment includes the Facility.  The Purchaser shall
not terminate such amendment or amend such amendment to remove the
Facility.  Each Party shall cooperate in good faith with the
Governmental Authorities and undertake promptly any and all commercially
reasonable action required to complete lawfully the transactions contemplated by
this Agreement including agreeing to terms and conditions of approvals from
Governmental Authorities that do not adversely affect the other
Party.

     

    (c) As
promptly as practicable and, in any event, within thirty (30) days after the
Effective Date, Purchaser shall file with the PUCN all documents reasonably
required to obtain the PUCN Approval.  Purchaser shall use its
commercially reasonable efforts to respond promptly and accurately to any
requests for additional information made by the PUCN, and Sellers shall use
their commercially reasonable efforts to cooperate with Purchaser in connection
therewith.  Purchaser shall consult with Sellers on all principal
filings submitted by Purchaser to the PUCN in connection with the PUCN Approval;
provided, that
such PUCN filings and attachments thereto need not be exchanged with, or
preapproved by, Sellers.  For the avoidance of doubt, Sellers shall
not be entitled to receive any proprietary data related to current and
forecasted operations of Purchaser, including production models, operating costs
and other similar information in connection with the preparation of the filing
to the PUCN.  Each Party shall bear its own costs and expenses of the
preparation of such filing. 

     

    (d) Each
Party shall prepare, as soon as is practical following the execution of this
Agreement, all necessary filings in connection with the transactions
contemplated by this Agreement that may be required by FERC, under the HSR Act
or under any other federal, state or local Laws.  Each Party shall use
commercially reasonable efforts to submit such filings within thirty (30) days
after the execution hereof for filings with the FERC and for filings under the
HSR Act.  The Parties shall request expedited treatment of any such
filings, shall promptly furnish each other with copies of any notices,
correspondence or other written communication from the relevant Governmental
Authority, shall promptly make any appropriate or necessary subsequent or
supplemental filings and shall cooperate in the preparation of such filings as
is reasonably necessary and appropriate (provided that HSR Act
filings and attachments need not be exchanged or preapproved by the other party
and provided that any exchange of information between Seller and Purchaser in
connection with any filings shall be done in a manner that complies with
applicable antitrust laws).  Purchaser shall be responsible for all
filing fees in connection with submissions by the Parties pursuant to the HSR
Act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e) As
provided in Section
5.1(d), the Parties shall file or
cause to be filed with the Federal Trade Commission and the United States
Department of Justice all notifications required to be filed under the HSR Act
and the rules and regulations promulgated thereunder, as amended from time to
time, with respect to the transactions contemplated hereby.  Each
Party will bear its own costs and expenses of the preparation of such
filing.

     

    (f) Purchaser,
at the cost and expense of the Sellers in an amount not to exceed $350,000,
shall use commercially reasonable efforts to obtain and provide to Sellers, (i)
on or before sixty (60) days before the Closing Date, a commitment for title
insurance issued by the Title Company, endorsed with a CLTA Form 107.5 or
107.5-06 “Leasehold Improvements” endorsement, to insure Purchaser's leasehold
interest in the Site, interests in the Improvements, and easement interests in
the easements  (the “Primm Easements”)
appurtenant to the Property created by Easement Agreement dated
August 31, 2001, between Primm South Real Estate Company, Primm 120
Limited Partnership, and Reliant Energy Bighorn, LLC., (the "Title Insurance
Commitment") and a current or updated ALTA/ACSM survey (the "Survey") of the Site
prepared by the Surveyor, and (ii) on the Closing Date, a commitment to issue a
title insurance policy, endorsed with a CLTA Form 107.5 or 107.5-06 “Leasehold
Improvements” endorsement, reasonably insuring Purchaser's leasehold interest in
the Site, interests in the Improvements, and easement interests in the Primm
Easements subject only to the Permitted Encumbrances and the Permitted Liens
(the "Title Insurance
Policy").  The premium for the Title Insurance Policy shall be
paid at Closing.  Purchaser shall be responsible for all costs of the
Title Insurance Commitment, resulting Title Insurance Policy and the Survey in
excess of the amount specified above to be paid by Sellers.  Purchaser
may object to any matters shown on the Title Insurance Commitment and/or the
Survey, other than Permitted Liens and the standard pre-printed exceptions that
appear in the Title Insurance Commitment, by delivering written notice (the
"Title and Survey
Objection Notice") to Sellers no later than ten (10) days after receipt
by the Purchaser of the later of the Title Insurance Commitment and the
Survey.  If Purchaser does not deliver the Title and Survey Objection
Notice within the prescribed 10-day period, all matters reflected on the Title
Insurance Commitment and Survey shall be "Permitted
Encumbrances", and all matters reflected on the Title Insurance
Commitment and the Survey to which Purchaser does not object in the Title and
Survey Objection Notice shall be Permitted Encumbrances.  Sellers may,
but shall have no obligation to, remove or rectify prior to Closing any matters
identified as objections in the Title and Survey Objection Notice (the "Objectionable Title and
Survey Matters").  Within ten (10) days after receipt of
Purchaser's Title and Survey Objection Notice, Seller shall provide Purchaser
notice ("Seller's
Title/Survey Objection Response") of those Objectionable Title and Survey
Matters that Seller will remove or rectify and those that Seller elects not to
remove or rectify.  If Seller elects not to remove or rectify any of
the Objectionable Title and Survey Matters, Purchaser shall have the right to
terminate this Agreement by delivering written notice to Sellers within ten (10)
days following Purchaser's receipt of Seller's Title/Survey Objection
Response.  If Purchaser does not deliver to Sellers such a notice of
termination within the prescribed 10-day period, then Purchaser shall be deemed
to have accepted the Objectionable Title and Survey Matters and they shall be
deemed to be Permitted Encumbrances.  Sellers agree to provide an
indemnity in favor of the Title Company for any Liens first appearing in public
record and attaching to the Real Property or Liens attaching to the Real
Property subsequent to the effective date of the Title Insurance Commitment
which are caused by Sellers or which are within Sellers' Knowledge and not
caused by either Seller or Purchaser.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g) Sellers
shall request the Requested Consents substantially in the form of Exhibit D attached
hereto or other form acceptable to the Parties from the applicable
counterparties to the Assigned Facility Agreements; provided that these forms
shall not be required for purposes of Sections 6.1.5 and
6.2.5.

     

    (h) Each
Party shall use good faith efforts to give notice to the other promptly after it
obtains Sellers’ Knowledge or Purchaser’s Knowledge, as the case may be, of
(i) the occurrence or non-occurrence of any event whose occurrence or
non-occurrence would be likely to cause any representation or warranty contained
in this Agreement made by it to be untrue or inaccurate in any material respect
at any time from the Effective Date to the Closing Date and (ii) any
failure of a Party to comply with or satisfy any covenant, condition or
agreement to be complied with or satisfied by it hereunder.

     

    (i) Each of
the Sellers and Purchaser agree to use commercially reasonable endeavors to
refrain from taking any action which could reasonably be expected to materially
delay the consummation of the transactions contemplated by this Agreement; provided, however, that Sellers
filing of a petition for leave to intervene or notice of intent to comment in
any proceeding initiated by Purchaser pursuant to PUCN Docket No. 08-03034 or
otherwise shall not be deemed to be an action which could reasonably be expected
to materially delay the consummation of the transactions contemplated by this
Agreement and shall not be an action with which Purchaser has any obligation to
assist Sellers; provided further,
that Purchaser's inclusion in its application for PUCN Approval requests or
action plan items unrelated to the Purchased Assets shall not be deemed to be an
action which could reasonably be expected to materially delay the consummation
of the transactions contemplated by this Agreement.  REWG shall timely
file a petition for leave to intervene in the PUCN proceeding(s) related to the
approval of an amendment to Purchaser’s 3-year action plan that includes the
Facility, retain counsel to represent REWG in such proceeding(s) in accordance
with NAC 703.510, as amended, and actively support the regulatory approval
process.

     

    (j) No
separate consent by Purchaser under any agreement to which Purchaser and any
Seller is party that is required to consummate the transactions contemplated by
this Agreement and the assignment and assumption of the Assigned Facility
Agreements shall be required from Purchaser, and by its execution and delivery
of this Agreement Purchaser hereby grants each such consent.  To the
extent that at the Closing Purchaser assumes obligations of Sellers to Purchaser
under Assigned Facility Agreements to which Purchaser is a counterparty,
Purchaser hereby releases Sellers from such obligations effective as of the
Closing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (k) Prior to
the Closing Date, Purchaser shall (1) enter into a transmission service
agreement ("Amended
Transmission Services Agreement") reflecting the same terms and
conditions as the Transmission Services Agreement except that the Amended
Transmission Service Agreement shall reflect the assignment of the Transmission
Service Agreement to Purchaser, shall supersede the Transmission Service
Agreement, and shall eliminate all future rights and obligations of Reliant
Energy Services, Inc. under the existing Transmission Service Agreement,
effective as of the Closing Date and (2) post the assignment on its Open Access
Same Time Information System to the extent that such posting is required under
Purchaser's open access transmission tariff and/or any other applicable FERC
requirement.  Further, Purchaser shall file the Amended Transmission
Service Agreement with FERC pursuant to Section 205 of the Federal Power Act and
request an effective date as of the Closing Date, and FERC shall have issued an
order accepting such filing (the "Amended TSA FERC
Order").

     

    Section
5.2 Operation and Maintenance of
Purchased Assets

     

    (a) After the
Effective Date and prior to Closing, the Sellers shall operate and maintain the
Facility in accordance with Good Operating Practices, in all material respects,
in compliance with Law and otherwise in the ordinary course of business
consistent with past practices.  Sellers shall provide notice to
Purchaser if the expenditures for maintenance and capital improvements for the
Project shall vary materially more or less than from the amounts set forth in
the budget therefore and shall provide information related thereto reasonably
requested by Purchaser.  Sellers shall provide Purchaser with a
detailed budget of maintenance and capital expenditures through December 31,
2008 within two weeks of the date hereof.

     

    (b) After the
Effective Date and prior to Closing, the Sellers shall not, without the written
consent of Purchaser:

     

    (i) dispose
of or assign any of the Purchased Assets except for obsolete and unneeded assets
in the ordinary course of business and in accordance with Good Operating
Practices; provided, that the
original value of such Purchased Assets, other than such Purchased Assets
suffering loss, damage, other casualty or breakage, to which Section
5.6 applies, and other than
assets replaced as part of routine maintenance by assets of comparable or
superior quality and value, does not exceed $6,000,000 in the
aggregate;

     

    (ii) incur or
permit to exist any Lien on any of the Purchased Assets, other than the
Permitted Liens;

     

    (iii) enter
into, amend, modify, terminate, grant any waiver under, give any consent or
settle or compromise any claim with respect to; (A) any Assigned Facility
Agreement listed on Schedule 5.2(b)(iii);
(B) any other Assigned Facility Agreement and Contracts entered into after the
Effective Date, except in the case of this clause (B) for any
Contracts, amendments, modifications, terminations, waivers, consents,
settlements or compromises entered into or made in the ordinary course of
business, consistent with past practices, and without any cost to or Liability
of Purchaser or adverse effect on the Purchased Assets, other than post-Closing
Liability not in excess of $200,000 individually or $2,000,000 in the aggregate
and which does not have a term beyond twelve months after Closing; or (C) any
other Contracts, except in the case of this clause (C) for any
agreements, amendments, modifications, terminations, waivers, consents,
settlements or compromises without any cost to or Liability of Purchaser or
adverse effect on the Purchased Assets.  At the election of
Sellers, Contracts entered into in accordance with Section
5.2(b)(iii)(B) shall become Assigned Facility
Agreements;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iv) permit to
lapse any rights to any Transferred Intellectual Property, except to the extent
such rights are not required to fulfill Sellers' obligations pursuant to this Section
5.2;

     

    (v) make any
material modification to the Facility or the Real Property;

     

    (vi) settle or
compromise any litigation which could result in any cost to or Liability of
Purchaser;

     

    (vii) make any
material change in the levels of Stores and Inventory maintained at the Facility
for the applicable time of the year, except in the ordinary course of business,
consistent with past practices and Good Operating Practices; provided, however, that nothing
in this provision shall require Sellers to maintain Stores and Inventory with a
cost in excess of the Stores and Inventory Cap Amount;

     

    (viii) apply for
or obtain any Permit without prior written notice to Purchaser, or modify or
amend in any material respect any Permit associated with the Purchased Assets;
or

     

    (ix) enter
into any agreement to do or engage in any of the foregoing.

     

    (c) All notices of Sellers and requests by Sellers for consent or other
action by Purchaser pursuant to this Section
5.2, and all responses of Purchaser
pursuant thereto, shall be made in writing to or by a Purchaser Consent
Representative.

     

    (d) Notwithstanding
anything to the contrary in Sections 5.2(b)(ii),
(viii) and
(ix), Sellers
may, without the consent of Purchaser, take the actions described on Schedule 5.2(d);
provided that any Liens created or Contracts entered into in connection
therewith are removed or terminated as of Closing without any cost or Liability
of Purchaser or adverse effect on the Purchased Assets.

     

    Section
5.3 Purchaser's Inspection
Right

     

    After the
Effective Date and prior to Closing, Purchaser, its Related Persons and its and
their agents and representatives shall have reasonable access, upon reasonable
prior notice, to the Site and, if requested, to the Books and Records, all for
purposes of inspection and review; provided, however, that (a) any
investigation shall be conducted in such manner as not to interfere unreasonably
with the operation of the Purchased Assets and with reasonable advance notice to
Sellers, (b) Purchaser shall require each Person conducting or participating in
any such investigation to comply with Sellers' reasonably adopted procedures
relating to safety and security, (c) Purchaser shall indemnify Sellers for any
damage to property or persons resulting from any such investigation that is the
result of the negligence or willful misconduct of Purchaser, its Related Person
or its or their agents or representatives and is not covered by insurance,
(d) the Sellers shall be entitled to have a representative present during
the course of any such investigation, (e) the Sellers shall not be required to
take any action that would constitute a waiver of the attorney-client privilege
and (f) Purchaser shall reimburse the Sellers for the reasonable out-of-pocket
costs pre-approved by Purchaser and demonstrated to Purchaser's reasonable
satisfaction that are incurred by the Sellers in providing such
assistance.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
5.4 Cooperation with Facility
Takeover and Transition of Operations

     

    Within
thirty (30) days after the Effective Date, Purchaser shall deliver to the
Sellers a list of its proposed representatives to the joint transition
team.  The Sellers will add its representatives to such team within
five (5) Business Days after receipt of Purchaser's list.  Such team
will be responsible for preparing as soon as reasonably practicable after the
Effective Date, and timely implementing, a transition plan which will identify
and describe substantially all of the various transition activities that the
Parties will cause to occur before and after the Closing and any other transfer
of control matters that any Party reasonably believes should be addressed in
such transition plan.  Purchaser and the Sellers shall use
commercially reasonable efforts to cause their representatives on such
transition team to cooperate in good faith and take all reasonable steps
necessary to develop a mutually acceptable transition plan no later than sixty
(60) days after the Effective Date.

     

    Section
5.5 Employee and Benefit
Matters

     

    (a) Within
seven (7) days of the date hereof, Sellers or their Affiliates shall provide
Purchaser with copies of the resumes, job applications or other relevant data
containing a summary of each Project Employee’s employment history with the
Sellers or their Affiliates.  Within twenty-one (21) days of the date
hereof, but effective as of the Closing Date, Purchaser or an Affiliate of
Purchaser, in its good faith discretion, shall offer employment (which shall be
contingent on the occurrence of the Closing) to any or all of the Project
Employees who are actively at work or absent due to a vacation or authorized
absence or due to sick leave of less than ten (10) working days.  Each
such offer of employment shall be consistent with the provisions of this Section 5.5 and shall
remain open for a period of at least ten (10) days.  For a period of
at least one (1) year beginning on the Closing Date and subject to the remaining
paragraphs of this Section 5.5 and an
individual's continued employment with Purchaser, Purchaser shall cause each
Transferred Employee to be provided with (i) compensation, including base pay
and annual incentive compensation opportunity (excluding equity compensation)
equivalent to that paid to similarly situated employees of the Purchaser and at
least ninety percent (90%) of such compensation provided to such employee by
Seller and its Affiliates immediately prior to the Closing, and (ii) benefits
(including severance benefits) on a basis substantially similar to those
provided to similarly situated employees of Purchaser.  If Sellers or
their Affiliates incur cash severance payment obligations under the Severance
Plan on or within sixty (60) days after Closing with respect to any Project
Employee(s) who do not receive offers of employment consistent with Section
5.5(a), then Purchaser will reimburse Sellers or their Affiliates (following
receipt of documentation substantiating such payments), for such cash severance
equal to fifty percent (50%) of the amount, if any, in excess of
$200,000.00.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Purchaser
shall cause each Transferred Employee and his or her eligible dependents
(including all such Transferred Employee's dependents covered immediately prior
to the Closing by a Seller Plan that is a group health plan) to be covered under
a group health plan maintained by Purchaser or an Affiliate of Purchaser that
(i) provides medical and dental benefits to the Transferred Employee and such
eligible dependents effective immediately upon the Closing and (ii) credits such
Transferred Employee, for the year during which such coverage under such group
health plan begins, with any deductibles and co-payments already incurred during
such year under a Seller Plan that is a group health plan.  Purchaser
shall cause each employee welfare benefit plan or program sponsored by Purchaser
or one of its Affiliates that a Transferred Employee may be eligible to
participate in on or after the Closing to waive any preexisting condition
exclusion (provided such Transferred Employee was covered by Seller’s group
health plan) with respect to participation and coverage requirements applicable
to such Transferred Employee.

     

    (c) Claims of
Transferred Employees and their eligible beneficiaries and dependents for
medical, dental, prescription drug, severance, life insurance and/or other
welfare benefits ("Welfare Benefits")
(other than disability benefits) that are incurred on or prior to the Closing
Date shall be the sole responsibility of the Seller Plans.  Claims of
Transferred Employees and their eligible beneficiaries and dependents for
Welfare Benefits (other than disability benefits) that are incurred after the
Closing Date shall be the sole responsibility of Purchaser.  For
purposes of the preceding provisions of this paragraph, a medical/dental claim
shall be considered incurred on the date when the medical/dental services are
rendered or medical/dental supplies are provided and not when the condition
arose or when the course of treatment began, provided, however, that claims
relating to a hospital confinement that commences on or prior to the Closing
Date but continues thereafter shall be treated as incurred prior to the Closing
Date.  A disability claim shall be treated as incurred on or prior to
the Closing Date if the injury or condition giving rise to the claim occurs on
or prior to the Closing Date; claims of individuals receiving long-term
disability benefits under a Seller Plan as of the Closing shall be the sole
responsibility of the Seller Plan.  Except as provided in the
preceding sentence, claims of Transferred Employees and their eligible
beneficiaries and dependents for short-term or long-term disability benefits
from and after the Closing, made on account of injuries or conditions giving
rise to such claims which occur after the Closing Date, shall be the sole
responsibility of Purchaser.  Seller shall be solely responsible for
claims relating to “COBRA” coverage attributable to “qualifying events”
occurring on or prior to the Closing Date with respect to any Project Employees
and their beneficiaries and dependants.

     

    (d) Purchaser
shall cause the employee benefit plans and programs maintained after the Closing
by Purchaser and the Affiliates of Purchaser to recognize each Transferred
Employee's years of service and level of seniority prior to the Closing with
Sellers and their Affiliates (including service with any other employer that was
recognized by Sellers or their Affiliates) for purposes of (i) terms of
employment, (ii) seniority, (iii) eligibility, vesting and benefit accrual under
all employee benefit plans (other than benefit accrual under a defined benefit
plan), and (iv) benefit determination under Purchaser's paid time-off and
vacation policies.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e) Sellers
shall cause each Transferred Employee to be permitted to elect on the Closing
Date (or as soon thereafter as reasonably practicable) a direct rollover of his
or her account balance under a Sellers Savings Plan eligible to be rolled over
to a defined contribution plan designated by Purchaser (the "Purchaser Savings
Plan"), and Sellers shall cause the applicable Sellers Savings Plan to
deliver to the Purchaser Savings Plan as soon as reasonably practicable after
such date the promissory notes and other loan documentation, if any, of each
Transferred Employee who has elected such a direct rollover in accordance with
the procedures to be agreed to between Sellers and
Purchaser.  Purchaser and Sellers shall cooperate and take such
actions, if any, as are necessary to permit the continuation of loan repayments
by Transferred Employees to the Sellers Savings Plan by payroll deductions
during the ninety (90) day period beginning on the Closing Date; provided,
however, that if a Transferred Employee makes a direct rollover election as
described in this Section 5.5(e) within
such 90-day period, then the Seller Savings Plan shall continue to accept loan
repayments from such Transferred Employee by payroll deduction until the date of
such direct rollover.  Purchaser shall cause the Purchaser Savings
Plan to accept the direct rollover of electing Transferred Employees' benefits
in cash and, if applicable, promissory notes that are not accelerated from the
Seller Savings Plan.  From and after the date of such transfer, and to
the extent of the amount transferred, Purchaser shall cause the Purchaser
Savings Plan to assume the obligations of the Seller Savings Plan with respect
to benefits contributed to the account of the Transferred Employees under the
Seller Savings Plan, and the Seller Savings Plan shall cease to be responsible
therefore.  Purchaser and Sellers shall cooperate in making all
appropriate arrangements and filings, if any, in connection with the transfer
described in this paragraph.  Sellers represent, covenant and agree
with respect to the Seller Savings Plan, and Purchaser represents, covenants and
agrees with respect to the Purchaser Savings Plan, that, as of the date of the
transfer described in this paragraph, such plan will satisfy the requirements of
Sections 401(a), (k), and (m) of the Code and will have received, or a pending
application has been timely filed for, a favorable determination letter from the
IRS regarding such qualified status and covering amendments required to have
been adopted prior to the expiration of the applicable remedial amendment
period.

     

    (f) Sellers
shall provide each Transferred Employee with payment, within thirty (30) days
following the Closing Date, of any annual bonus award that such Transferred
Employee would have earned under Sellers’ or their Affiliates’ bonus program for
the fiscal year in which the Closing Date occurs, assuming performance at
“target” levels was achieved, but prorated to reflect the portion of the year
actually worked for Sellers.  Except to the extent required by
applicable Law, Sellers and their Affiliates will not pay Transferred Employees
their accrued and unused current, annual vacation, and Purchaser or an Affiliate
of Purchaser shall provide, without duplication of benefits, all such
Transferred Employees with paid vacation time rather than cash in lieu of
vacation time for all such accrued and unused current, annual vacation through
the Closing Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g) If,
within the one-year period beginning on the Closing Date, (i) a Transferred
Employee voluntarily terminates his or her employment with Purchaser and its
Affiliates within thirty (30) days after the date upon which he or she is
notified that the principal place of his or her employment is changing to a
location that is fifty (50) miles or more from the location of such employee's
principal place of employment immediately prior to the Closing Date, or (ii) the
employment of a Transferred Employee is terminated by Purchaser or an Affiliate
of Purchaser for a reason other than cause (as that term is defined in the
Severance Plan as of the Closing, but based on the terms of the plan as in
effect on the Effective Date), then, in any such case, Purchaser shall provide
such Transferred Employee with severance benefits (conditioned upon the
Transferred Employee's timely execution of a full waiver and release of claims)
at least equal to the severance benefits which such Transferred Employee would
have received under the Severance Plan had the employment of such Transferred
Employee been terminated under circumstances entitling him or her to benefits
under such plan.  Such severance benefits shall be determined based on
the terms of the Severance Plan in effect on the Effective Date, but Purchaser
shall take into account such Transferred Employee's aggregate service with
Purchaser and its Affiliates and his or her pre-Closing Date service recognized
pursuant to this Section
5.5.

     

    (h) Notwithstanding
anything in this Section 5.5 to the contrary, to the extent any Transferred
Employees are covered by a collective bargaining agreement on or after the
Closing, the terms of such collective bargaining agreement shall
govern.

     

    (i) The
provisions of this Section 5.5 are
solely for the benefit of the respective parties to this Agreement and nothing
in this Section
5.5, express or implied, shall confer upon any Transferred Employees, or
legal representative or beneficiary thereof, any rights or remedies, including
any right to employment or continued employment for any specified period, or
compensation or benefits of any nature or kind whatsoever under this
Agreement.  Nothing in this Section 5.5, express
or implied, shall be construed to prevent Purchaser from terminating or
modifying to any extent or in any respect any benefit plan that Purchaser may
establish or maintain.

     

    Section
5.6 Risk of
Loss

     

    .In the
event of loss, damage or other casualty to the Purchased Assets, Sellers shall
repair prior to the Closing Date to the previous condition of the Purchased
Assets any such damage, loss or casualty to the Purchased Assets, or breakage of
any component or components of the Purchased Assets up to an aggregate amount up
to $20,000,000.  In the event the cost of repairs exceeds $20,000,000,
Purchaser shall have the right to terminate this Agreement upon notice to
Sellers, which right must be exercised within fifteen (15) Business Days after
notice from Sellers estimating the cost of repairs; provided, that if
Purchaser does not so terminate this Agreement, the Purchase Price shall be
reduced by $20,000,000.  Sellers shall promptly notify Purchaser of
any loss, damage or casualty to the Purchased Assets.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
5.7 Interim
Reports

     

    In
connection with the continuing operation of the Facility, the Sellers shall use
commercially reasonable endeavors between the Effective Date and Closing to
provide the Purchaser copies of operational reports regularly prepared by
Sellers.

     

    Section
5.8 Update of
Schedules

     

    Sellers and Purchaser each shall use good faith efforts to notify the
other if it obtains Sellers’ Knowledge or Purchaser’s Knowledge, as the case may
be, at any time before the Closing Date that a Sellers' Disclosure Schedule
previously delivered by Sellers was inaccurate or incomplete when delivered or
has become inaccurate or incomplete as a result of subsequent events and shall
provide related information and documents.  If such events arise after
the Effective Date and are expressly permitted to occur under Section
5.2(b), Sellers shall promptly deliver to
Purchaser no later than ten (10) Business Days after such discovery by Sellers
an amendment or supplement to such schedule, which amendment or supplement shall
be given effect for the purposes of determining the fulfillment of the condition
precedent set forth in Section
6.1.1 or determining liability as set
forth in Section
8.1(a) and Section
8.1(b) and the
Sellers' Disclosure Schedule shall be read for all purposes as so amended or
supplemented.

     

    Section
5.9 No Solicitation of Competing
Transaction

     

    After the
Effective Date and prior to Closing, Sellers shall not, directly or indirectly,
solicit, initiate or participate in discussions or negotiations with any Person
or group (other than Purchaser, any of its Affiliates or representatives)
concerning any Acquisition Proposal.  The Sellers shall not, and shall
cause each Affiliate not to, enter into any agreement with respect to any
Acquisition Proposal.  The Sellers shall immediately notify, and shall
cause their Affiliates to notify, Purchaser of any unsolicited proposal or
inquiry, or amendment to any existing proposal or inquiry, received by Sellers,
and the Sellers shall immediately communicate to Purchaser, or cause their
Affiliates to communicate to Purchaser, the terms of any such unsolicited
proposal or inquiry, or amendment to any existing proposal or inquiry, which any
of them may receive in connection with such unsolicited proposal or inquiry or
amendment to such existing proposal or inquiry.

     

    Section
5.10 Use of Certain
Names

     

    Within
forty-five (45) days following the Closing, Purchaser shall cause the Facility
and the Purchased Assets to cease using the word "Reliant" and any word or
expression similar thereto or constituting an abbreviation or extension thereof
(the "Seller
Marks"), including eliminating the Seller Marks from all the Purchased
Assets and disposing of any unused stationery and literature of the Facility and
the Purchased Assets bearing the Seller Marks; and thereafter, Purchaser shall
not, and shall cause the Facility and the Purchased Assets not to use the Seller
Marks or any logos, trademarks, trade names, patents or other Intellectual
Property rights belonging to Seller or any of its Affiliates, and Purchaser
acknowledges that it, its Affiliates, the Facility and the Purchased Assets have
no rights whatsoever to use such Intellectual Property.

     

    Without
limiting the foregoing:

     

    (a) Within
fifteen (15) days after the Closing Date, Purchaser shall cause the Facility to
change its name to a name that does not contain any of the Seller
Marks.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Within
thirty (30) days after the Closing Date, Purchaser shall provide notice to all
applicable Governmental Authorities and all counterparties to the Assigned
Facility Agreements regarding the sale of the Purchased Assets to Purchaser and
the new addresses for notice purposes.  Purchaser shall deliver to
Sellers a copy of such notices.

     

    Section
5.11 Support
Obligations.

     

    (a) Prior to
Closing, Purchaser shall use commercially reasonable efforts to effect the full
and unconditional release, effective as of the Closing, of the Sellers and their
Affiliates from the credit support obligations listed on Section
5.11(a) of
Sellers' Disclosure Schedule (collectively, the "Support
Obligations"), including by offering within thirty (30) days following
the Effective Date replacement bonds, guaranties, letters of credit, cash
collateral and/or escrow arrangements, as needed, to effect the replacement of
such Support Obligations.

     

    (b) If Purchaser is not successful, following the use of commercially
reasonable efforts, in obtaining the complete and unconditional release of
Sellers and their Affiliates from any Support Obligations as of Closing (each
such Support Obligation, until such time as such Support Obligation is released
in accordance with Section
5.11(b)(i), a "Continuing Support
Obligation"), then Sellers shall have the right to waive the condition to
Closing set forth in Section
6.2.7 and:

     

    (i) from and
after the Closing, Purchaser shall continue to use commercially reasonable
efforts to obtain promptly the full and unconditional release of Sellers and
their Affiliates from each Continuing Support Obligation;

     

    (ii) Purchaser
shall indemnify Sellers and their Affiliates for any liabilities, losses, costs
or expenses incurred by Sellers or their Affiliates in connection with each
Continuing Support Obligation; and

     

    (iii) Purchaser
shall not, and shall cause its Affiliates not to, effect any amendments or
modifications or any other changes to the obligations to which any of the
Continuing Support Obligations relate, or to otherwise take any action that
could increase, extend or accelerate the liability of Sellers or their
Affiliates under any Continuing Support Obligation, without Sellers' prior
written consent not to be unreasonably withheld.

     

    (c) If any
Continuing Support Obligations are outstanding after Closing, Purchaser shall
deliver to Sellers at the Closing and maintain at all times thereafter an
undertaking to perform Purchaser's obligations hereunder with respect to the
Continuing Support Obligations.

     

    Section
5.12 Termination of Certain
Services and Contracts

     

    Notwithstanding
anything in this Agreement to the contrary, during the period between the date
hereof and Closing Sellers may take such actions as may be necessary to
terminate or sever as to the Facility (with appropriate mutual releases) upon
the Closing any services provided by Sellers or any of their Affiliates, joint
Tax services and joint legal services.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                                
ARTICLE
VI                                

     

    CONDITIONS
TO CLOSING

     

    Section
6.1 Purchaser's Conditions
Precedent

     

    .  The obligations of Purchaser hereunder to execute or
deliver the items it is required to deliver pursuant to Section
2.5.1 are
subject to the fulfillment to the reasonable satisfaction of Purchaser, at or
before the Closing, of each of the following conditions (all or any of which may
be waived in whole or in part by Purchaser in its sole
discretion):

     

    Section
6.1.1 Representations and
Warranties.  Each of the representations and warranties made by
Sellers in this Agreement and qualified by materiality shall be true and correct
on and as of the Closing Date as though made on and as of the Closing Date,
except to the extent such representations and warranties expressly relate to an
earlier date (in which case as of such earlier date).  Each of the
representations and warranties made by Sellers in this Agreement and not
qualified by materiality shall be true and correct on and as of the Closing Date
as though made on and as of the Closing Date, except to the extent such
representations and warranties expressly relate to an earlier date (in which
case as of such earlier date), except for failures to be true and correct that
would not reasonably be expected to have, in the aggregate, a Material Adverse
Effect.

     

    Section
6.1.2 Performance.  Sellers
shall have performed and complied in all material respects with the agreements,
covenants and obligations required by this Agreement to be so performed or
complied with by Sellers at or before the Closing.

     

    Section
6.1.3 Law.  There
shall not be in effect on the Closing Date any Law restraining, enjoining or
otherwise prohibiting or making illegal the consummation of the transactions
contemplated by this Agreement.

     

    Section
6.1.4 PUCN Approval; FERC
Approval; HSR Act Filing.  The PUCN Approval, the FERC
Approval, and the Amended TSA FERC Order shall have been duly obtained, made or
given and shall be in full force and effect and all terminations or expirations
of the waiting period under the HSR Act necessary for the consummation of the
transactions contemplated by this Agreement shall have occurred; provided,
however, that if a party of record files, pursuant to NRS 703.373, a petition
for judicial review of an order issued by the PUCN pursuant to NAC 704.9518
approving an amendment to Purchaser's 3-year action plan, which order approves,
without any conditions or terms that adversely and materially affect Purchaser’s
preferred supply side plan, Purchaser's acquisition of the Purchased Assets on
terms consistent with this Agreement, but does not obtain a stay of such order
pursuant to NRS 703.374(1), then this Section 6.1.4 shall
be deemed to be satisfied with respect to the PUCN Approval.

     

    Section
6.1.5 Requested
Consents.  The Requested Consents shall have been duly
obtained, made or given and shall be in full force and
effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
6.1.6 Deliveries.  Sellers
shall have executed and delivered to Purchaser, or shall be standing ready to
execute and deliver to Purchaser at the Closing, the items set forth in Section
2.5.2 of this
Agreement.

     

    Section
6.1.7 Material Adverse
Effect.  No Material Adverse Effect shall have occurred, which
has not been cured by Sellers prior to the Closing Date to Purchaser's
reasonable satisfaction.

     

    Section
6.1.8 Title Insurance, Survey and
Title Insurance Policy.  Purchaser shall have received the
Title Insurance Commitment and the Survey, and the Title Company shall be in a
position, upon Closing, to issue the Title Insurance Policy as contemplated by
Section 5.1(f),
subject only to the Permitted Encumbrances (including those Objectionable Title
and Survey Matters that are deemed to be Permitted Encumbrances as provided in
Section 5.1(f),
the Permitted Liens, and the pre-printed exceptions set out in the Title
Insurance Commitment.

     

    Section
6.1.9 Transferred
Permits.  Sellers shall have taken all actions necessary to be
taken by Sellers to properly transfer to Purchaser their interest in the
Transferred Permits and the Transferred Permits required to be transferred as of
Closing or other Permits required to be issued to Purchaser as of Closing in
each case under applicable Law shall have been so transferred or issued;
provided that Purchaser shall have taken all actions necessary to be taken by
Purchaser to properly transfer to Purchaser Seller’s interest in such
Transferred Permits or to have such other Permits issued.

     

    Section
6.2 Sellers' Conditions
Precedent

     

    The obligations of Sellers hereunder to execute or deliver the items
they are required to deliver pursuant to Section
2.5.2 of this
Agreement are subject to the fulfillment, to the reasonable satisfaction of
Sellers at or before the Closing, of each of the following conditions (all or
any of which may be waived in whole or in part by Sellers in their sole
discretion):

     

    Section
6.2.1 Representations and
Warranties.  Each of the representations and warranties made by
Purchaser in this Agreement and qualified by materiality shall be true and
correct on and as of the Closing Date as though made on and as of the Closing
Date, except to the extent such representations and warranties expressly relate
to an earlier date (in which case as of such earlier date).  Each of
the representations and warranties made by Purchaser in this Agreement and not
qualified by materiality shall be true and correct on and as of the Closing Date
as though made on and as of the Closing Date, except to the extent such
representations and warranties expressly relate to an earlier date (in which
case as of such earlier date), except for failures to be true and correct that
would not reasonably be expected to have, in the aggregate, a material adverse
effect on Purchaser's ability to perform its obligations
hereunder.

     

    Section
6.2.2 Performance.  Purchaser
shall have performed and complied in all material respects with the agreements,
covenants and obligations required by this Agreement to be so performed or
complied with by Purchaser at or before the Closing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
6.2.3 Law.  There
shall not be in effect on the Closing Date any Law restraining, enjoining or
otherwise prohibiting or making illegal the consummation of the transactions
contemplated by this Agreement.

     

    Section
6.2.4 PUCN Approval; FERC
Approval; HSR Act Filing.  The PUCN Approval, the FERC
Approval, and the Amended TSA FERC Order shall have been duly obtained, made or
given and shall be in full force and effect, and all terminations or expirations
of the waiting period imposed under the HSR Act necessary for the consummation
of the transactions contemplated by this Agreement shall have
occurred.

     

    Section
6.2.5 Requested
Consents.  The Requested Consents shall have been duly
obtained, made or given and shall be in full force and
effect.

     

    Section
6.2.6 Deliveries.  Purchaser
shall have executed and delivered to Sellers, or shall be standing ready to
execute and deliver to Sellers at the Closing, the items set forth in Section
2.5.1 of this Agreement and
shall be standing ready to pay the Estimated Purchase Price.

     

    Section
6.2.7 Release of Support
Obligations.  Sellers shall have received the complete and
unconditional release of Sellers and its Affiliates from the Support
Obligations.

     

                                     
ARTICLE
VII                                

     

    TERMINATION

     

    Section
7.1 Termination Prior to
Closing

     

    This
Agreement may be terminated, and the transactions contemplated hereby may be
abandoned:

     

    (a) at any
time before the Closing, by Sellers or Purchaser upon notice to the other Party,
in the event that any non-appealable Law becomes effective restraining,
enjoining or otherwise prohibiting or making illegal the consummation of the
transactions contemplated by this Agreement;

     

    (b) at any
time before Closing as provided in Section 5.1(f) or
Section 5.6;

     

    (c) at any
time before the Closing, by Sellers or Purchaser upon notice to the other Party,
in the event (i) of a breach hereof by the non-terminating Party which
gives rise to (A) a Material Adverse Effect or (B) a material adverse effect on
(1) the ability of Purchaser to perform its obligations under this Agreement or
(2) the validity or enforceability of the rights and remedies of any Seller
under this Agreement or under any of the other Transaction Documents if, in the
case of both clauses (A) and (B), the non-terminating Party fails to cure such
breach within thirty (30) days following notification thereof by the terminating
Party; provided, however, that if, at
the end of such 30-day period, the non-terminating Party is endeavoring in good
faith, and proceeding diligently, to cure such breach, the non-terminating Party
shall have an additional thirty (30) days in which to effect such cure; or
(ii) that any condition to such Party's obligations under this Agreement
(other than the payment of money to the other Party) becomes impossible or
impracticable to satisfy with the use of commercially reasonable efforts if such
impossibility or impracticability is not caused by a breach hereof by such
Party; provided, however, that if it
is reasonably possible that the circumstances giving rise to the impossibility
or impracticality may be removed prior to the expiration of the time period
provided in this Section
7.1(c), then such notification may
not be given until such time as the removal of such circumstances is no longer
reasonably possible within such time period; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) At any
time following December 31, 2008, by Sellers or Purchaser upon notice to the
other Party if the Closing shall not have occurred on or before such date and
such failure to consummate is not caused by a breach of this Agreement by the
terminating Party.

     

    Section
7.2 Effect of Termination or
Breach Prior to Closing

     

    (a) If this
Agreement is validly terminated pursuant to Section 7.1(a), Section 7.1(b), Section 7.1(c)(ii) or Section 7.1(d), there shall
be no liability or obligation on the part of Sellers or Purchaser (or any of
their respective Related Persons), except that the provisions of Section 3.19
(Brokers – Sellers), Section 4.7 (Brokers –
Purchaser) Section 5.3(c)
(Purchaser's Inspection Rights), Article XI (Dispute
Resolution), Article
XII
(Limited Remedies and Damages), Section 13.2 (Notices), Section 13.3 (Payments),
Section 13.4 (Entire
Agreement), Section 13.5 (Expenses),
Section 13.6 (Public
Announcements), Section 13.7
(Confidentiality), Section 13.10 (No
Construction Against Drafting Party), Section 13.11 (No Third Party
Beneficiary), Section
13.12
(Headings), Section
13.13
(Invalid Provisions), Section 13.14 (Governing
Law), Section
13.15
(No Assignment; Binding Effect), and this Section 7.2 shall continue to
apply following any such termination.

     

    (b) If this
Agreement is validly terminated pursuant to Section
7.1(c)(i), by Purchaser or Sellers as a
result of a breach by the non-terminating Party, then subject to Section
12.2 and notwithstanding any
other provision of this Agreement to the contrary, the terminating Party shall
be entitled to all rights and remedies available to it with respect to such
breach.

     

                                    
ARTICLE
VIII                                

     

    INDEMNIFICATION

     

    Section
8.1 Indemnification by
Sellers

     

    Subject to the limitations set forth in Section
8.4 (Limitations of Liability),
Section
9.4 (Sellers' Tax Indemnification),
Section
10.1 (Survival) and Article XII (Limited Remedies
and Damages) of this Agreement, if the Closing occurs, Sellers agree to
indemnify and hold Purchaser and its Related Persons (each, a "Purchaser Indemnified
Party"), harmless from and against (and to reimburse each Purchaser
Indemnified Party as the same are incurred for) any and all Losses incurred by
any Purchaser Indemnified Party resulting from any of the
following:

     

    (a) any
breach of a representation or warranty made by Sellers in this
Agreement;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) the
breach by Sellers of, or default in the performance by Sellers of, any covenant,
agreement or obligation to be performed by Sellers pursuant to this Agreement or
any of the other Transaction Documents; or

     

    (c) the
Excluded Assets or the Excluded Liabilities, provided, that any
Purchaser Indemnified Party shall have the right at such party's sole discretion
to elect to pursue recovery for any such Losses under either Section 8.1(a) (with
respect to Section
3.16 (Environmental Matters)) or Section 8.1(c) (with
respect to Section
2.1.4(a)(i)-(iii) inclusive (Excluded Liabilities)) hereof regardless of
whether remedies for such Losses may also be available pursuant to any provision
of this Agreement other than the one so elected by Purchaser Indemnified
Party.

     

    Section
8.2 Indemnification by
Purchaser

     

    .  Subject to the limitations set forth in Section
8.4 (Limitations of Liability),
Section
9.5 (Purchaser's Tax
Indemnification), Section
10.1 (Survival)
and Article XII
(Limited Remedies and Damages) of this Agreement, if the Closing occurs,
Purchaser hereby agrees to indemnify and hold Sellers and their Related Persons
(each, a "Sellers'
Indemnified Party"), harmless from and against (and to reimburse each
Sellers' Indemnified Party as the same are incurred for) any and all Losses
incurred by any Sellers' Indemnified Party resulting from any of the
following:

     

    (a) any
breach of a representation or warranty made by Purchaser in this
Agreement;

     

    (b) the
breach by Purchaser of, or default in the performance by Purchaser of, any
covenant, agreement or obligation to be performed by Purchaser pursuant to this
Agreement or any of the other agreements or instruments to which Purchaser is a
party and which is being delivered in connection with this Agreement;
or

     

    (c) the
Assumed Liabilities.

     

    Section
8.3 Method of Asserting
Claims

     

    Section
8.3.1 Notification of
Claims.  If any Purchaser Indemnified Party or Sellers'
Indemnified Party (each, an "Indemnified Party")
asserts that a Party has become obligated to the Indemnified Party pursuant to
this Agreement other than pursuant to Article IX (as
so obligated, an "Indemnifying Party"),
or if any suit, action, investigation, claim or proceeding is begun, made or
instituted as a result of which the Indemnifying Party may become obligated to
the Indemnified Party hereunder, the Indemnified Party shall notify the
Indemnifying Party promptly and shall cooperate with the Indemnifying Party, at
the Indemnifying Party's expense, to the extent reasonably necessary for the
resolution of such claim or in the defense of such suit, action or proceeding,
including making available any information, documents and things in the
possession of the Indemnified Party.  Notwithstanding the foregoing
notice requirement, the right to indemnification hereunder shall not be affected
by any failure to give, or delay in giving, notice, unless, and only to the
extent that, the rights and remedies of the Indemnifying Party shall have been
prejudiced as a result of such failure or delay.  Any assertion by an
Indemnified Party that an Indemnifying Party is liable to the Indemnified Party
for indemnification pursuant to Section 8.1 or Section 8.2 above must be
delivered to the Indemnifying Party prior to the expiration date (if applicable)
of the representation, warranty, covenant or agreement giving rise to such
indemnification obligation, as provided in Section
10.1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
        Section
8.3.2 Defense of
Claims.  In fulfilling its obligations under this Section
8.3, after the Indemnifying Party
has provided each Indemnified Party with a written notice of its agreement to
indemnify each Indemnified Party under this Section 8.3, as
between such Indemnified Party and the Indemnifying Party, the Indemnifying
Party shall have the right to investigate, defend, settle or otherwise handle,
with the aforesaid cooperation, any claim, suit, action or proceeding brought by
a third party in such manner as the Indemnifying Party may reasonably deem
appropriate; provided, that
(a)  the Indemnifying Party will not consent to any settlement or entry of
judgment imposing any obligations on any Indemnified Parties, other than
financial obligations for which such Person will be indemnified hereunder,
unless such Person has consented in writing to such settlement or judgment
(which consent may be given or withheld in its sole discretion), and
(b) the Indemnifying Party will not consent to any settlement or entry of
judgment unless, in connection therewith, the Indemnifying Party obtains a full
and unconditional release of the Indemnified Party from all liability with
respect to such suit, action, investigation, claim or
proceeding.  Notwithstanding the Indemnifying Party's election to
assume the defense or investigation of such claim, action or proceeding, the
Indemnified Party shall have the right to employ separate counsel (at its own
cost except as provided below) and to reasonably participate in the defense or
investigation of such claim, action or proceeding, which participation shall be
at the expense of the Indemnifying Party, (a) if on the advice of counsel to the
Indemnified Party use of counsel of the Indemnifying Party's choice could
reasonably be expected to give rise to a material conflict of interest, (b) if
the Indemnifying Party shall authorize the Indemnified Party to employ separate
counsel at the Indemnifying Party's expense, or (c) if separate counsel is
retained to represent the Indemnifying Party in any action which seeks relief
other than monetary damages against the Indemnified Party to the extent such
representation is related to such relief.

    

     

    Section
8.3.3 Real Property Title
Claims.  Notwithstanding anything to the contrary contained in
this Agreement, Purchaser shall seek recourse and make claims solely from and
against the title company issuing the Title Insurance Policy with respect to
claims regarding title to the Real Property or Real Property
Interests.  For the avoidance of doubt, the preceding sentence shall
not affect any claims of Purchaser pursuant to Section 8.1(a) relating to
Article III.

     

    Section
8.4 Limitations of
Liability.  

     

    Section
8.4.1 Claim
Threshold.  Notwithstanding anything to the contrary contained
in this Agreement, (a) Sellers shall have no liability for their obligations
under Section
8.1 until the aggregate amount of all
Losses incurred by the Purchaser Indemnified Parties equals or exceeds
$3,750,000 (the "Claim
Threshold"), in which event Sellers shall be liable for all such Losses
in excess of the Claim Threshold; it being understood and agreed that the Claim
Threshold shall not apply in the event of fraud or to claims for indemnification
relating to Section
2.1.1 (Purchased Property), Excluded Liabilities under Section
2.1.4(a)(iv) and Section
2.1.4(a)(v), Excluded Assets, Section
2.2 (Purchase Price), Section
3.1 (Existence), Section
3.2 (Authority), Section
3.3 (Binding Agreement), Section 3.5
(Approvals and Filings), Section 3.9 (Title to
Personal Property), Sections 3.10(a),
(b) and (c) (Real Property),
the last sentence of Section 3.13(b)
(Contracts), the last sentence of Section 3.20(a)
(Intellectual Property), Section 3.19
(Brokers) or Article
IX (Tax Matters), in each case for which Sellers shall be responsible
from dollar one, whether or not the Claim Threshold has been reached, and (b)
Purchaser shall have no liability for its obligations under Section 8.2 until the
aggregate amount of all Losses incurred by the Sellers' Indemnified Parties
equals or exceeds the Claim Threshold, in which event Purchaser shall be liable
for all such Losses in excess of the Claim Threshold; it being understood and
agreed that the foregoing Claim Threshold shall not apply in the event of fraud
or to claims for indemnification relating to Assumed Liabilities, Section 2.2 (Purchase
Price), Section
4.1 (Existence), Section 4.2
(Authority), Section
4.3 (Binding Agreement), Section 4.5 (Approvals and Filings), Section 4.7 (Brokers)
or Article IX
(Tax Matters), in each case for which Purchaser shall be responsible from dollar
one, whether or not the Claim Threshold has been reached.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
8.4.2 Cap
Amount.  In no event shall (a) Sellers' aggregate liability
arising out of their indemnification obligations under Section
8.1 or otherwise in any respect of or
relating to this Agreement, exceed 30% of the Purchase Price; it being
understood and agreed that the foregoing limitation shall not apply in the event
of fraud or to claims for indemnification relating to Section
2.1.1 (Purchased Property), Excluded Liabilities under Section
2.1.4(a)(iv) and Section
2.1.4(a)(v), Excluded Assets, Section
2.2 (Purchase Price), Section
3.1 (Existence), Section
3.2 (Authority), Section
3.3 (Binding Agreement), Section
3.9 (Title to Personal Property), Sections
3.10(a), (b) and
(c)
(Real Property), the last sentence of Section
3.13(b) (Contracts), the last sentence of Section
3.20(a) (Intellectual Property), Section
3.19 (Brokers) or Article
IX (Tax Matters), and any such excluded indemnifiable Losses shall not be
deemed to count against or otherwise reduce such limitation on Sellers'
aggregate liability; and (b) Purchaser's aggregate liability arising out of its
indemnification obligations under Section
8.2 exceed 30% of the Purchase Price; it being understood and agreed that
the foregoing limitation shall not apply in the event of fraud or to claims for
indemnification relating to Assumed Liabilities or arising under any of Section
2.2 (Purchase Price), Section
4.1 (Existence), Section
4.2 (Authority), Section
4.3 (Binding Agreement), Section
4.7 (Brokers) or Article
IX (Tax Matters), and any such excluded indemnifiable Losses shall not be
deemed to count against or otherwise reduce such limitation on Purchaser's
aggregate liability.  For the avoidance of doubt, Sellers' aggregate
obligations under Section
5.6 shall not exceed
$20,000,000.  Notwithstanding any of the foregoing, neither Sellers'
nor Purchaser's aggregate liability under this Agreement shall exceed the
Purchase Price (excluding Purchaser’s obligation to pay the Purchase
Price).

     

    Section
8.4.3 Environmental
Matters.  Sellers and Purchaser agree that any remedial action,
Remediation, correction of noncompliance, or other action required by this
Agreement to be undertaken or for which indemnification is provided in this
Article VIII,
(i) shall be the most commercially reasonable method under the
circumstances and based upon the understanding that the Facility and the Real
Property are and will continue to be used for industrial purposes, (ii) shall
not exceed the least stringent requirements of any applicable Environmental Law
or any clean-up standards set forth, established, published, proposed or
promulgated under, pursuant to or by an Environmental Law or Governmental
Authority having jurisdiction over such remedial action, correction of
noncompliance, or action, in each case as in effect on the date of such remedial
action, correction of noncompliance, or other action or any requirement or order
of any Governmental Authority having jurisdiction over such remedial action,
correction of noncompliance, or action, and (iii) shall be conducted in
compliance with all Environmental Laws.  To the extent necessary to
achieve the purposes set forth in the preceding sentence, Purchaser shall agree
to a deed restriction or other institutional controls on the Facility or the
Real Property that is subject to such action, provided, that such
deed restriction or other institutional controls shall not restrict or limit the
industrial activities currently being performed at the Facility or the Real
Property.  Purchaser agrees that it shall, in good faith, seek to
enter, when necessary, into an agreement with the Governmental Authority having
jurisdiction over the remedial action, correction of noncompliance or other
action, to allow Purchaser to use the most commercially reasonable method and
least stringent standard in connection with remedial action, correction of
noncompliance, or other action under such circumstances and
use.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
8.5 Indemnification in Case of
Strict Liability or Indemnitee Negligence

     

    .  THE INDEMNIFICATION PROVISIONS IN ARTICLE
V, THIS ARTICLE
VIII AND ARTICLE
IX SHALL BE ENFORCEABLE REGARDLESS OF WHETHER THE
LIABILITY IS BASED ON PAST, PRESENT OR FUTURE ACTS, CLAIMS OR LAWS (INCLUDING
ANY PAST, PRESENT OR FUTURE ENVIRONMENTAL LAW, FRAUDULENT TRANSFER ACT,
OCCUPATIONAL SAFETY AND HEALTH LAW OR PRODUCTS LIABILITY, SECURITIES OR OTHER
LAW), AND REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM
INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, JOINT, CONCURRENT,
CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR
THE SOLE, JOINT, OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING
INDEMNIFICATION.

     

                                
ARTICLE
IX                                

     

    TAX
MATTERS

     

    Section
9.1 Representations and
Warranties

     

    Sellers represent and warrant to Purchaser, except as set forth in
Section
9.1 of Sellers'
Disclosure Schedule that:

     

    (a) (i) REAM
and REWG have timely filed or will timely file when due with the proper Taxing
Authority all Tax Returns that are required to be filed on or before the Closing
Date (including all Tax Returns with respect to the Purchased Assets) and have
timely paid or will timely pay in full all Taxes (whether or not due on such Tax
Returns) required to be paid by REAM and REWG (including all Taxes with respect
to the Purchased Assets except for property taxes that are the responsibility of
Purchaser pursuant to Section
9.3); and (ii) such Tax Returns were
prepared or will be prepared in the manner required by applicable Laws and were
or will be true and complete in all material respects at the time of
filing.  With respect to the Purchased Assets, neither REAM nor
REWG has received any notice that any Taxes relating to any period prior to
Closing are owing or delinquent that have not been paid.

     

    (b) True and
complete copies of all sales and use and property Tax Returns, relating to the
Purchased Assets, and copies of all material written communications to or from
any Taxing Authority relating to the Purchased Assets, for taxable years from
2004 through 2007 for sales and use Taxes and from 2004 through 2007 for
property Taxes have been made available to Purchaser for
inspection.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) Since the
date of its inception, REWG has been treated as a disregarded entity for United
States federal income Tax purposes.  Effective July 1, 2007, REAM
elected to be treated as a disregarded entity for United States federal income
Tax purposes and has been treated as a disregarded entity since its
election.

     

    (d) Neither
REAM nor REWG has extended or waived the application of any statute of
limitations of any jurisdiction regarding the assessment or collection of any
Tax with respect to the Purchased Assets.

     

    (e) There are
no audits, claims, assessments, levies, administrative or judicial proceedings
pending, or to Sellers' Knowledge, threatened, proposed or contemplated with
respect to the Purchased Assets by any Taxing Authority.

     

    (f) Each of
REAM and REWG, with respect to the Purchased Assets, has withheld and paid all
Taxes required to have been withheld and paid in connection with amounts paid or
owing to any employee, independent contractor, creditor, member or other third
party.

     

    (g) Neither
REAM nor REWG, with respect to the Purchased Assets, is a party to any joint
venture, partnership or other arrangement or contract which is or has been
qualified as, and treated as, a partnership for United States federal and state
income Tax purposes.

     

    (h) No claim
has ever been made by a Taxing Authority in a jurisdiction where a Tax Return is
not filed by, or with respect to, the Sellers or the Purchased Assets, that
either the Sellers (with respect to the Purchased Assets) or any of the
Purchased Assets is or may be subject to Tax in that
jurisdiction.

     

    (i) None of
the Purchased Assets (i) has been depreciated under the "alternative
depreciation system" within the meaning of Section 168(g)(2) of the Code or (ii)
has been treated as (A) subject to the provisions of Section 168(f) of the Code
or (B) subject to a tax benefit transfer lease subject to the provisions of
former Section 168(f)(8) of the Code.

     

    (j) No Sales
Taxes will be due in connection with the sale of the Purchased Assets by Sellers
pursuant to this Agreement (including any Sales Taxes due as a result of the
Master Equipment Lease, whether as a result of its cancellation, termination,
expiration or otherwise) other the Sales Taxes that are included in the Purchase
Price as provided in Section
2.2.1.

     

    Section
9.2 Transfer
Taxes

     

    The Tax
on transfers of real property under chapter 375 of the Nevada Revenue and
Taxation Code ("Real
Property Transfer Taxes"), if any, shall be borne fifty percent (50%) by
Purchaser and fifty percent (50%) by Sellers.  All applicable Nevada
sales and use taxes arising out of or in connection with the sale of the
Purchased Assets by Sellers pursuant to this Agreement ("Sales Taxes") are
included in the Purchase Price in accordance with Nevada Administrative Code
Section 372.760.5 and as provided in Section 2.2.1 of this
Agreement, and Sellers shall remit such Sales Tax included in the Purchase Price
to the relevant Taxing Authority.  Sellers shall file all necessary
documentation and Tax Returns with respect to the Sales Taxes and the Real
Property Transfer Taxes (collectively, the "Transfer Taxes") and
cause such Taxes, if any, to be paid to the relevant Taxing Authorities on a
timely basis.  The Parties shall cooperate to comply with all Tax
Return requirements for any and all Transfer Taxes and shall provide such
documentation and take such other reasonable actions as may be necessary to
minimize the amount of any Transfer Taxes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
9.3 Property
Taxes

     

    Real and
personal property ad valorem taxes with respect to the Purchased Assets ("Property Taxes") for
the taxable period that includes the Closing Date shall be prorated on a daily
basis to the Closing Date.  Sellers shall be liable only for the
portion of such Property Taxes attributable to the portion of such taxable
period ending on the Closing Date.  Following the Closing, Sellers and
Purchaser shall cooperate and consult with each other with respect to the
determination of such Property Taxes and Sellers shall have the right to
participate (at their own expense) in any proceedings or disputes with the
applicable Taxing Authority concerning the determination of the amount of such
Property Taxes (including the determination of the value of the property with
respect to which such Property Taxes are assessed).

     

    Section
9.4 Sellers' Tax
Indemnification

     

    Sellers shall indemnify and hold harmless Purchaser from and against (a)
any and all Seller Income Taxes, (b) any and all Taxes (other than Seller Income
Taxes) imposed on or with respect to the Purchased Assets or any of the Sellers
attributable to any Pre-Closing Tax Period ("Pre-Closing Taxes"),
(c) any and all Transfer Taxes (including any Sales Taxes) for which Sellers are
responsible pursuant to Section
9.2 of this Agreement, and (d) any
Taxes arising from a breach by Sellers of their representations, warranties and
covenants in this Article
IX.  For purposes of determining the amount of Taxes
attributable to the period deemed to end on the Closing Date for an Overlap
Period:  (y) in the case of Taxes imposed on a periodic basis, such
amount shall be equal to the product of such Taxes for the entire period (or, in
the case of such Taxes determined on an arrears basis, the amount of such Taxes
for the immediately preceding period), multiplied by a fraction the numerator of
which is the number of days in the Pre-Closing Tax Period and the denominator of
which is the number of days in the entire taxable period; and (z) in the case of
all other Taxes, shall be the amount of such Taxes that would be payable if the
taxable year ended on the Closing Date. Notwithstanding anything to the contrary
in this Agreement, no claim for Taxes shall be permitted under this Article
IX unless such claim is first made not later than ninety (90) days after
the expiration of the applicable statute of limitations (including extensions or
waivers) with respect to such Taxes.  For the avoidance of doubt, the
limitations of liability contained in Section
8.4 shall not apply with respect to
any indemnification claim under this Section
9.4.

     

    Section
9.5 Purchaser Tax
Indemnification

     

    Purchaser shall indemnify and hold harmless Sellers from and against (a)
any Taxes with respect to the Purchased Assets attributable to the time period
after the Closing Date, (b) any and all Transfer Taxes for which Purchaser
is responsible pursuant to Section
9.2 and
(c) any liability arising from a breach by Purchaser of its
covenants set forth in this Article IX.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
9.6 Refunds

     

    If, after
the Closing Date, Purchaser actually receives a refund or actually utilizes a
credit of any Tax attributable to a Pre-Closing Tax Period, Purchaser shall pay
to REWG within fifteen (15) Business Days after such receipt or utilization an
amount equal to such refund actually received or credit actually utilized (with
respect to any Overlap Period, only so much of such refund or credit as relates
to the portion of the taxable period ending on or before Closing Date), together
with any interest actually received or actually credited
thereon.  Purchaser shall take such action to obtain a refund or
credit attributable to a Pre-Closing Tax Period or to mitigate, reduce or
eliminate any Taxes that could be imposed for a Pre-Closing Tax Period
(including with respect to the transactions contemplated hereby) as is
reasonably requested by Sellers.  Sellers shall reimburse Purchaser
for any reasonable, out-of-pocket costs that are incurred by Purchaser in
providing such assistance.

     

    Section
9.7 Contests

     

    In the event Purchaser or Sellers receive written notice of any
examination, claim, settlement, proposed adjustment, administrative or judicial
proceeding or other matter ("Tax Claim") related
to any Pre-Closing Taxes (other than entity-level Taxes, such as employment or
wage Taxes or sales Taxes that are not material in amount) or Transfer Taxes,
Purchaser or Sellers, as the case may be, shall notify the other Parties in
writing as soon as reasonably practical (but in no event more than fifteen (15)
Business Days) after receipt of such notice.  In the case of any Tax
Claim relating to any Pre-Closing Taxes or Transfer Taxes that, if determined
adversely to Sellers would be grounds for a claim for indemnity pursuant to
Section
9.4 hereof,
Sellers (at their sole cost and expense) shall have the right to control the
conduct of such Tax Claim and shall have the right to settle such Tax Claim;
provided, however, that (a) Purchaser may participate in the dispute of such Tax
Claim at its own expense, (b) Sellers shall not settle, compromise or dispose of
any Tax Claim in a manner that would reasonably be expected to adversely affect
Purchaser (or any of its respective Affiliates) without the consent of
Purchaser, which consent shall not be unreasonably withheld, conditioned or
delayed, and (c) Sellers shall keep Purchaser reasonably informed with respect
to the commencement, status and nature of any such Tax Claim.  In the
case of any Tax Claim relating to any Overlap Period Taxes, Purchaser and
Sellers may each participate, at their own expense, in the Tax Claim, and the
Tax Claim shall be controlled by Purchaser or Sellers according to whichever
would bear the burden of the greatest portion of the adjustment; provided,
however, that the Party controlling the Overlap Period Tax Claim (1) shall not
settle such Tax Claim without the consent of each other Party, which consent
shall not be unreasonably withheld, conditioned or delayed, and (2) shall keep
each other Party timely informed with respect to the commencement, status and
nature of any such Tax Claim.

     

    Section
9.8 Assistance and
Cooperation

     

    After the
Closing Date, each of Sellers and Purchaser shall (and shall cause their
respective Affiliates to) (a) assist the other Party in preparing any Tax
Returns which such other Party is responsible for preparing and filing in
accordance with the terms of this Agreement, and (b) cooperate fully in
preparing for any audits of, or disputes with any Taxing Authority regarding,
any Tax Returns of Sellers with respect to the Purchased Assets.

     

    Section
9.9 Information

     

    After the
Closing, Sellers and Purchaser will make available to each other as reasonably
requested all information, records or documents relating to liability or
potential liability for Pre-Closing Taxes, Overlap Period Taxes and Transfer
Taxes and will preserve such information, records or documents until thirty (30)
days after the expiration of the applicable statute of limitations (including
extensions or waivers thereof) with respect to the particular Tax to which the
information, records or documents relate.  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
9.10 Tax
Returns

     

    Sellers
shall be responsible for preparing and timely filing all Tax Returns with the
appropriate Taxing Authority with respect to the Purchased Assets relating to
Tax periods ending on or prior to the Closing Date.  Purchaser shall
be responsible for preparing and filing all other Tax Returns with respect to
the Purchased Assets.

     

    Section
9.11 Survival of
Obligations

     

    The
representations, warranties and obligations of the Parties set forth in this
Article IX shall remain in
effect until ninety (90) days after expiration of the applicable statutes of
limitation (giving effect to any extensions or waivers thereof) relating to the
Tax or Tax Return in question.

     

    Section
9.12 Adjustments to Purchase
Price

     

    The
Parties hereby agree that any and all indemnity payments made pursuant to this
Agreement shall, to the maximum extent permitted by applicable Law, be treated
for all Tax purposes as an adjustment to the Purchase Price.

     

                                
ARTICLE
X                                

     

    SURVIVAL;
NO OTHER REPRESENTATIONS

     

    Section
10.1 Survival of Representations,
Warranties, Covenants and Agreements

     

    The representations, warranties, covenants and agreements of Sellers and
Purchaser contained in this Agreement shall survive the Closing and shall expire
one (1) year from the Closing Date.  Notwithstanding the preceding
sentence, (a) the representations and warranties contained in Section 3.1 (Existence),
Section 3.2 (Authority),
Section 3.3 (Binding
Agreement), Section
3.19 (Brokers), Section 4.1 (Existence),
Section 4.2 (Authority),
Section 4.3 (Binding
Agreement), Section
4.4 (No
Conflicts), Section
4.5
(Approvals and Filings) and Section 4.7 (Brokers), the
covenants in Section
2.1.2
(Assignment and Assumption of Assigned Facility Agreements), Section 2.1.4(b)(i) (Assumed
Liabilities), Section
2.6.2(a)
(Pre-Closing Books and Records), Article X (Survival,
No Other Representations), Article XI (Dispute
Resolution) and Article XII (Limited
Remedies and Damages) shall survive indefinitely after the Closing, (b)
Section
2.6.2(b) (Pre-Closing Books and
Records) with respect to Retained Information, shall survive for so long as
Sellers retain the Retained Information, (c) the covenants in Section
2.6.4 (RRSU Payment Refunds), with
respect to SCE RRSU Refunds and refunds for overpayments in trust accounts under
Revised MOU I and MOU II, shall survive until all such refunds have been paid,
(d) the survival of representations, warranties, covenants and agreements
contained in Article
IX (Tax
Matters) and Section
13.7 (Confidentiality) shall be governed solely by the
terms therein, (e) the covenants in Sections
2.1.4(b)(ii), (iii) and (iv) (Assumed
Liabilities) and the covenants in Section 2.1.4(a)
(Excluded Liabilities) shall survive the Closing and shall expire on the date
that is three (3) years after the Closing Date, and (f) Article VIII shall
survive Closing in accordance with its terms.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
10.2 No Other
Representations

     

    (a) NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IT IS THE EXPLICIT INTENT OF EACH
PARTY HERETO, AND THE PARTIES HEREBY AGREE, THAT NONE OF THE PARTIES OR ANY OF
THEIR AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR
WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY IMPLIED
REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE,
SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ANY OF THE
PURCHASED ASSETS, OR ANY PART THEREOF, EXCEPT THOSE EXPRESS REPRESENTATIONS AND
WARRANTIES CONTAINED IN ARTICLE
III, ARTICLE
IV AND ARTICLE
V.  IN PARTICULAR, AND WITHOUT IN ANY WAY LIMITING THE
FOREGOING, (i) SELLERS MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY
ENVIRONMENTAL MATTERS EXCEPT AS EXPRESSLY SET FORTH IN SECTION
3.16, (ii) SELLERS MAKE NO REPRESENTATION OR WARRANTY TO PURCHASER WITH
RESPECT TO ANY FINANCIAL PROJECTIONS OR FORECASTS RELATING TO THE PURCHASED
ASSETS, AND (iii) SELLERS MAKE NO REPRESENTATION OR WARRANTY TO PURCHASER WITH
RESPECT TO INFORMATION PROVIDED TO PURCHASER IN RESPONSE TO QUESTIONS PRESENTED
BY PURCHASER OR OTHER INFORMATION PROVIDED TO PURCHASER RELATING TO THE
PURCHASED ASSETS; PROVIDED,
THAT THIS SENTENCE SHALL NOT LIMIT THE EXPRESS REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE
III AND ARTICLE
IX.

     

    (b) EXCEPT
FOR THOSE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE
III, THE PURCHASED ASSETS ARE BEING
TRANSFERRED "AS IS, WHERE IS, WITH ALL FAULTS."

     

                                   
ARTICLE
XI                                

     

    DISPUTE
RESOLUTION

     

    Section
11.1 Dispute
Resolution

     

    Any dispute or claim arising under this Agreement which is not resolved
in the ordinary course of business shall be referred to a panel consisting of a
senior executive (President or a Vice President) of each of Purchaser and REWG,
with authority to decide or resolve the matter in dispute, for review and
resolution.  Such senior executives shall meet and in good faith
attempt to resolve the dispute within thirty (30) days.  If the
Parties are unable to resolve a dispute pursuant to this Section
11.1, such dispute shall be resolved in
accordance with Section
11.2.

     

    Section
11.2 Venue

     

    Each of the Parties hereby irrevocably and unconditionally submits to
the exclusive jurisdiction of any court of the State of New York and any federal
court located in New York County, New York (or if no such court will accept
jurisdiction, in any state or federal court of general jurisdiction in the State
of New York, or if no such court will accept jurisdiction, in any court of
competent jurisdiction in the United States) with respect to any proceeding
relating to this Agreement, other than for any disputes relating to Purchase
Price adjustments covered by Section
2.2.4 (which shall be resolved
pursuant to Section
2.2.4).  Further, each of the Parties hereby
irrevocably and unconditionally waives any objection or defense that it may have
based on improper venue or forum non conveniens to the conduct
of any such proceeding in any such courts.  The Parties agree that any
or all of them may file a copy of this paragraph with any court as written
evidence of the knowing, voluntary and bargained agreement among the Parties
irrevocably to waive any objections to venue or to convenience of
forum.  Each of the Parties (on behalf of itself and its Affiliates)
agrees that a final judgment in any such action or proceeding will be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by applicable Law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
11.3 Waiver of Trial by
Jury

     

      EACH
PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    Section
11.4 Service of
Process

     

    (a) Each
Party irrevocably
consents to service of process in any such proceeding by the mailing thereof by
certified mail, return receipt requested, addressed as provided in Section
13.2.1.

     

    (b) Purchaser
also irrevocably appoints CT Corporation System (the "Purchaser Process
Agent"), with an office on the date hereof at 111 Eighth Avenue, New
York, NY 10011, as its agent to receive on behalf of Purchaser and its property
service of copies of the summons and complaint and any other process which may
be served by Sellers in any such proceeding.  Such service to
Purchaser may be made by mailing or delivering a copy of such process to
Purchaser in care of the Purchaser Process Agent, and Purchaser hereby
irrevocably authorizes and directs the Purchaser Process Agent to accept such
service on its behalf.  If for any reason the Purchaser Process Agent
ceases to be available to act as Purchaser Process Agent, Purchaser agrees
immediately to appoint a replacement process agent satisfactory to
Sellers.

     

    (c) Each
Seller also irrevocably appoints CT Corporation System (the "Seller Process
Agent"), with an office on the date hereof at 111 Eighth Avenue, New York
10011, as its agent to receive on behalf of such Seller and its property service
of copies of the summons and complaint and any other process which may be served
by Purchaser in any such proceeding.  Such service to Sellers may be
made by mailing or delivering a copy of such process to Sellers in care of the
Seller Process Agent, and each Seller hereby irrevocably authorizes and directs
the Seller Process Agent to accept such service on its behalf.  If for
any reason the Seller Process Agent ceases to be available to act as Seller
Process Agent, Sellers agree immediately to appoint a replacement process agent
satisfactory to Purchaser.

     

    (d) Nothing
in this Agreement will affect the right of any Party to serve process in any
other manner permitted by applicable Law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                              
ARTICLE
XII                                

     

    LIMITED
REMEDIES AND DAMAGES

     

    Section
12.1 Exclusive
Remedies

     

    THE
EXPRESS REMEDIES SET FORTH IN SECTION 7.2(b) AND IN
SECTION 12.3
AND THE INDEMNITIES SET FORTH IN ARTICLES V, VIII AND IX ARE THE SOLE AND
EXCLUSIVE REMEDIES FOR A PARTY UNDER OR RELATING TO THIS AGREEMENT, WHETHER
BASED ON STATUTE, IN TORT, COMMON LAW, STRICT LIABILITY, CONTRACT OR OTHERWISE,
AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE HEREBY WAIVED BY EACH
PARTY.

     

    Section
12.2 Limitation of
Liability

     

    NOTWITHSTANDING
ANY PROVISION OF THIS AGREEMENT, NO PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE
LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY
DAMAGES, LOST PROFITS OR LOSS OF REVENUE, WHETHER BY STATUTE, IN TORT, COMMON
LAW, STRICT LIABILITY OR CONTRACT OR OTHERWISE.  THE LIMITATIONS
HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES SHALL BE WITHOUT REGARD TO
THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE, GROSS NEGLIGENCE,
STRICT LIABILITY OR OTHER FAULT OF ANY PARTY, AND WHETHER LIABILITY IS BASED ON
CONTRACT, TORT, STATUTE, COMMON LAW, STRICT LIABILITY OR
OTHERWISE.  THIS PROVISION SHALL SURVIVE ANY TERMINATION, CANCELLATION
OR SUSPENSION OF THIS AGREEMENT.

     

    Section
12.3 Specific
Performance

     

    EACH
PARTY AGREES THAT DAMAGE REMEDIES SET FORTH IN THIS AGREEMENT MAY BE DIFFICULT
OR IMPOSSIBLE TO CALCULATE OR OTHERWISE INADEQUATE TO PROTECT ITS INTERESTS AND
THAT IRREPARABLE DAMAGE MAY OCCUR IN THE EVENT THAT PROVISIONS OF THIS AGREEMENT
ARE NOT PERFORMED BY THE PARTIES IN ACCORDANCE WITH THE SPECIFIC TERMS OF THIS
AGREEMENT.  ANY PARTY MAY SEEK TO REQUIRE THE PERFORMANCE OF ANY OTHER
PARTY'S OBLIGATIONS UNDER THIS AGREEMENT THROUGH AN ORDER OF SPECIFIC
PERFORMANCE RENDERED BY THE FEDERAL COURT IN THE STATE OF NEVADA OR THE STATE
COURTS IN THE STATE OF NEVADA AS PROVIDED IN SECTION 11.2 OF THIS
AGREEMENT.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                                 
ARTICLE
XIII                                

     

    MISCELLANEOUS

     

    Section
13.1 REI
Guaranty

     

    Concurrent
with the execution of this Agreement, REI has delivered to Purchaser a guaranty
whereby REI guarantees all obligations of Sellers under this
Agreement.

     

    Section
13.2 Notices

     

    Section
13.2.1 Notice
Addresses.  Unless this Agreement specifically requires
otherwise, any notice, demand or request provided for in this Agreement, or
served, given or made in connection with it, shall be in writing and shall be
deemed properly served, given or made if delivered in person or sent by fax, by
registered or certified mail, postage prepaid, or by a nationally recognized
overnight courier service that provides a receipt of delivery, in each case, to
a Party at its address specified below:

     

    If to
Purchaser, to:

    


    Nevada
Power

    P.O. Box
98910, Las Vegas, NV  89151

    Facsimile
No.:  (702) 367-5869

    Attn:  Corporate
Senior Vice President,

    Energy
Supply

    


    with a
copy to:

    


    Nevada
Power

    P.O. Box
98910, Las Vegas, NV  89151

    Facsimile
No.:  (702) 367-5869

    Attn:  General
Counsel

    


    If to
Sellers, to:

    


    Reliant
Energy Wholesale Generation, LLC

    Reliant
Energy Asset Management, LLC

    1000 Main
Street, Suite 1200

    Houston,
Texas 77002

    Facsimile
No.: (713) 497-9190

    Attn:
Brandon Blossman

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    with a
copy to:

    


    Reliant
Energy, Inc.

    1000 Main
Street, Suite 1200

    Houston,
Texas 77002

    Facsimile
No.: (713) 537-5987

    Attn:
General Counsel

    


    Section
13.2.2 Effective
Time.  Notice given by personal delivery, mail or overnight
courier pursuant to this Section
13.2.2 shall be effective upon
physical receipt.  Notice given by fax pursuant to this Section
13.2.2 shall be effective as
of (a) the date of confirmed delivery if delivered before 5:00 p.m.
local time on any Business Day, or (b) the next succeeding Business Day if
confirmed delivery is after 5:00 p.m. local time on any Business Day or
during any non-Business Day.

     

    Section
13.3 Payments

     

    Except
for Payments due at Closing, if either Party is required to make any payment
under this Agreement on a day other than a Business Day, the date of payment
shall be extended to the next Business Day.  In the event a Party does
not make any payment required or approved by the Parties under this Agreement on
or before the due date, interest on the unpaid amount shall be due and paid at
the Default Rate from the date such payment is due until the date such payment
is made in full.  Any payment of such interest at the Default Rate
pursuant to this Agreement shall not excuse or cure any default
hereunder.  All payments shall first be applied to the payment of
accrued but unpaid interest.

     

    Section
13.4 Entire
Agreement

     

    This
Agreement and the Transaction Agreements supersede all prior discussions and
agreements between the Parties with respect to the subject matter hereof and
thereof, including, in each case, all schedules and exhibits thereto and that
certain Offer Letter, dated April 1, 2008, between Purchaser and REI, and
contain the sole and entire agreement between the Parties hereto with respect to
the subject matter hereof and thereof.

     

    Section
13.5 Expenses

     

    Except as
otherwise expressly provided in this Agreement, whether or not the transactions
contemplated hereby are consummated, each Party will pay its own costs and
expenses incurred in connection with the negotiation, execution and performance
under this Agreement and the Transaction Agreements and the transactions
contemplated hereby and thereby.

     

    Section
13.6 Public
Announcements

     

    Prior to
the Closing, Sellers and Purchaser will not issue or make any press releases or
similar public announcements concerning the transactions contemplated hereby
without the consent of the other.  If either Party is unable to obtain
the approval of its press release or similar public statement from the other
Party and such press release or similar public statement is, in the opinion of
legal counsel to such Party, required by Law in order to discharge such Party's
disclosure obligations, then such Party may make or issue the legally required
press release or similar public statement and promptly furnish the other Party
with a copy thereof.  Sellers and Purchaser will also obtain the other
Party's prior approval of any press release to be issued immediately following
the execution of this Agreement or the Closing announcing either the execution
of this Agreement or the consummation of the transactions contemplated by this
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
13.7 Confidentiality

     

    Each Party hereto will hold, and will use commercially reasonable
efforts to cause its Related Persons, agents, representatives, licensees,
invitees, lenders, advisors and subcontractors to hold, in strict confidence
from any Person (other than any such Related Persons, agents, representatives,
licensees, invitees, lenders, advisors and subcontractors), unless
(a) compelled to disclose by judicial or administrative process (including
in connection with obtaining the necessary approvals of this Agreement and the
transactions contemplated hereby of Governmental Authorities) or by other
requirements of Law or as necessary or desirable to disclose in order to obtain
the PUCN Approval, the FERC Approval or in connection with the HSR Act filing or
(b) disclosed in an action or proceeding brought by a Party in pursuit of
its rights or in the exercise of its remedies hereunder, all documents and
information concerning any other Party or any of its Related Persons, agents,
representatives, licensees, invitees, lenders, advisors and subcontractors
furnished to it by any other Party or such other Party's Related Persons,
agents, representatives, licensees, invitees, lenders, advisors and
subcontractors in connection with this Agreement or the transactions
contemplated hereby and, in the case of Purchaser prior to Closing and the
Sellers after Closing, any information relating to the Purchased Assets, except
to the extent that such documents or information can be shown to have been
(i) previously known by the Party receiving such documents or information
(except in the case of Sellers with respect to the Purchased Assets and after
Closing), (ii) in the public domain (either prior to or after the
furnishing of such documents or information hereunder) through no fault of such
receiving Party or (iii) later acquired by the receiving Party from another
source if the receiving Party is not aware after reasonable inquiry that such
source is under an obligation to another Party hereto to keep such documents and
information confidential.  In the event this Agreement is terminated,
upon the request of any Party, each other Party will, and will use commercially
reasonable efforts to cause its Related Persons, agents, representatives,
licensees, invitees, lenders, advisors and subcontractors to, promptly (and in
no event later than five (5) Business Days after such request) destroy or cause
to be destroyed all copies of confidential documents and information furnished
by the other Party in connection with this Agreement or the transactions
contemplated hereby and destroy or cause to be destroyed all notes, memoranda,
summaries, analyses, compilations and other writings related thereto or based
thereon prepared by the Party furnished such documents and information or its
Related Persons, agents, representatives, licensees, invitees, lenders, advisors
and subcontractors.  The obligations contained in this Section
13.7 shall survive Closing or, if
this Agreement is terminated pursuant to Article
VII,
such obligations shall survive for one (1) year following the termination of
this Agreement.  The obligations in this Section
13.7 shall
supersede the provisions of the Confidentiality Agreement, dated March 2, 2007,
between Purchaser and REI.

     

    Section
13.8 Waivers

     

    Section
13.8.1 Grant of
Waivers.  Any term or condition of this Agreement may be waived
at any time by the Party that is entitled to the benefit thereof, but no such
waiver shall be effective unless set forth in a written instrument duly executed
by or on behalf of the Party waiving such term or condition. No waiver by any
Party of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion. All remedies, either under
this Agreement or by Law or otherwise afforded, will be cumulative and not
alternative.

     

    Section
13.8.2 Exercise of
Remedies.  No failure or delay of any Party, in any one or more
instances, (a) in exercising any power, right or remedy (other than failure
or unreasonable delay in giving notice of default) under this Agreement or
(b) in insisting upon the strict performance by the other Party of such
other Party's covenants, obligations or agreements under this Agreement, shall
operate as a waiver, discharge or invalidation thereof, nor shall any single or
partial exercise of any such right, power or remedy or insistence on strict
performance, or any abandonment or discontinuance of steps to enforce such a
right, power or remedy or to enforce strict performance, preclude any other or
future exercise thereof or insistence thereupon or the exercise of any other
right, power or remedy.  Subject to Section
10.1, the covenants, obligations
and agreements of a defaulting Party and the rights and remedies of the other
Party upon a default shall continue and remain in full force and effect with
respect to any subsequent breach, act or omission.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
13.9 Amendment

     

    This
Agreement may be amended, supplemented or modified only by a written instrument
duly executed by or on behalf of each Party hereto.

     

    Section
13.10 No Construction Against
Drafting Party

     

    The
language used in this Agreement is the product of both Parties' efforts and each
Party hereby irrevocably waives the benefits of any rule of contract
construction that disfavors the drafter of a contract or the drafter of specific
words in a contract.

     

    Section
13.11 No Third Party
Beneficiary

     

    The terms
and provisions of this Agreement are intended solely for the benefit of each
Party hereto and their respective successors or permitted assigns, and it is not
the intention of the Parties to confer third-party beneficiary rights upon any
other Person.

     

    Section
13.12 Headings

     

    The
headings used in this Agreement have been inserted for convenience of reference
only and do not define or limit the provisions hereof.

     

    Section
13.13 Invalid
Provisions

     

    If any
provision of this Agreement is held to be illegal, invalid or unenforceable
under any present or future Law, and if the rights or obligations of any Party
hereto under this Agreement will not be materially and adversely affected
thereby, (a) such provision will be fully severable, (b) this
Agreement will be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof, (c) the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by
its severance herefrom and (d) Purchaser and Sellers shall negotiate an
equitable adjustment in the provisions of the Agreement with a view toward
effecting the purposes of the Agreement, and the validity and enforceability of
the remaining provisions, or portions or applications thereof, shall not be
affected thereby.

     

    Section
13.14 Governing
Law

     

    THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, ENFORCED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
13.15 No Assignment; Binding
Effect

     

    Neither
this Agreement nor any right, interest or obligation hereunder may be assigned
by any Party hereto without the prior written consent of the other Party hereto
and any attempt to do so will be void, except for assignments and transfers by
operation of Law.  This Agreement is binding upon, inures to the
benefit of and is enforceable by the Parties and their respective successors and
permitted assigns.

     

    Section
13.16 Counterparts

     

    This
Agreement may be executed in any number of counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument.

     

    Section
13.17 Time of
Essence

     

    Time is
of the essence with respect to all obligations of the Parties
hereunder.

     

    


    [Signature Page
Follows.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Purchase Agreement has been executed by the Parties as of
the Effective Date.

     

    RELIANT
ENERGY WHOLESALE GENERATION, LLC

    


    


    By:

    Name:

    Title:

    


    


    RELIANT
ENERGY ASSET MANAGEMENT, LLC

    


    


    By:

    Name:

    Title:

    


    


    NEVADA
POWER COMPANY

    


    


    By:

    Name:

    Title:




    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBITS

     

    TO
THE

     

    ASSET
PURCHASE AGREEMENT

     

    by
and among

     

    RELIANT
ENERGY WHOLESALE GENERATION, LLC

     

    AND

     

    RELIANT
ENERGY ASSET MANAGEMENT, LLC

     

    as
Sellers,

     

    and

     

    NEVADA
POWER COMPANY

     

    as
Purchaser

     

    April
21, 2008

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              Exhibit
      A

            	
              Form of Bill of Sale
      and Assignment

            


    

    
      	
              Exhibit
      B

            	
              Form of Easement and
      Lease Assignment and Assumption
Agreement

            


    

    
      	
              Exhibit
      C

            	
              Form of
      Assignment

            


    

    
      	
              Exhibit
      D

            	
              Form of Requested
      Consent

            


    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT
A

    


    FORM
OF BILL OF SALE AND ASSIGNMENT 

    


    THIS BILL OF SALE AND
ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is
entered into as of _____________, 2008 by and among Reliant Energy Wholesale
Generation, LLC, a Delaware limited liability company ("REWG") and Reliant
Energy Asset
Management, LLC, a _________ ("REAM", and collectively with REWG, the "Sellers") and Nevada
Power Company, an electric utility organized under the laws of the State of
Nevada ("Purchaser").  Each
of Sellers and Purchaser may be referred to individually herein as a "Party" and
collectively as the "Parties".

    


    RECITALS

    


    A.           Reference
is made to the Asset Purchase Agreement ("Purchase Agreement")
dated as of April ___, 2008, by and among Sellers and Purchaser.  All
capitalized terms herein not otherwise defined shall have the same meaning as
set forth in the Purchase Agreement.

    


    B.           Sellers
and Purchaser desire to carry out, in part, the intent and purpose of the
Purchase Agreement by the Sellers' execution and delivery to Purchaser of this
Assignment evidencing the vesting in Purchaser of all of Sellers' right, title
and interest in the Purchased Assets.

    


    C.           Sellers
and Purchaser desire to carry out, in part, the intent and purpose of the
Purchase Agreement by Purchaser's execution and delivery to Sellers of this
Assignment evidencing Purchaser's assumption of all duties and obligations under
the Assigned Facility Agreements as set forth below.

    


    AGREEMENT

    


    NOW, THEREFORE, for good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties agree as follows:

    


    Section 1.    Bill of
Sale.

    


    (a)  Sellers
do hereby assign, transfer, convey and deliver to Purchaser all of Sellers'
right, title and interest in the Purchased Assets.

    


    (b)  Sellers
do hereby recognize the receipt of that portion of the Purchase Price payable at
the Closing for the assignment and transfer of the Purchased
Assets.

    


    Section 2.    Assignment
and Assumption of Assigned Facility Agreements and Assumed
Liabilities.  Sellers hereby assign to Purchaser all of
Sellers' right, title and interest in and to the Assigned Facility Agreements.
 Purchaser hereby
assumes and agrees to perform Sellers' obligations under the Assigned Facility
Agreements to the extent set forth in the Purchase
Agreement.  Purchaser assumes and hereby agrees to perform the Assumed
Liabilities.  Nothing in this Assignment shall alter the rights and
remedies of the Parties in the Purchase Agreement, including with respect to
indemnification.  In the event of any inconsistency between this
Assignment and the Purchase Agreement, the Purchase Agreement shall
govern.

    


    Section 3.    Successors
and Assigns.  This Assignment shall be binding upon and shall
inure to the benefit of Sellers and Purchaser and their respective successors
and permitted assigns.

    


    Section
4.    Governing
Law.  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, ENFORCED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).

    


    Section 5.    Severability.  If any term or
provision of this Assignment shall be held invalid or unenforceable, the
remainder of this Assignment shall not be affected.

    


    Section 6.    Construction. Headings are solely for
the Parties' convenience, are not a part of this Assignment, and shall not be
used to interpret this Assignment.  This Assignment shall not be
construed as if it had been prepared by one of the Parties, but rather as if all
Parties have prepared it.

    


    Section 7.    Counterparts. This Assignment may be
executed in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same
instrument.

    


    Section 8.    Amendment. This Assignment may not
be amended or altered except by a written instrument executed by Sellers and
Purchaser.

    


    


    [SIGNATURE
PAGE FOLLOWS]


    
      
        
          Exhibit
A-

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Parties have executed this Assignment as of the date first
set forth above.

    


    
      	
               
      

            	
              Sellers:

            	
              RELIANT
      ENERGY WHOLESALE GENERATION, LLC, a Delaware limited liability
      company

            


    

    


    By:_______________________

    


    By:  ________________________________________

    Name:

    Title:

    


    RELIANT
ENERGY ASSET MANAGEMENT, LLC, a ______________

    


    By:  ________________________________________

    Name:

    Title:

    


    
      	
               
      

            	
              Purchaser:

            	
              NEVADA
      POWER COMPANY, a Nevada corporation

            


    

    


    
      	
               
      

            	
              By:  ________________________________________

            


    

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:

            


    

    



    
      
        
          Exhibit
A-

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    A.P.N.:

    A.P.N.:     _______________

    R.P.T.T.:  $

    


    Recorded
at the Request of:

    Nevada
Title Company

    Escrow
No. _______________

    


    


    Mail tax
bill to and

    When
recorded mail to:

    Nevada
Power Company

    P.O. Box
98910

    Las
Vegas, NV  89151-0001

    Attn:  ____________________

    


    


    FORM
OF EASEMENT AND LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT

    


    THIS EASEMENT AND LEASE
ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is
entered into as of _____, 2008 by and between Reliant Energy Wholesale
Generation, LLC, a Delaware limited liability company ("Assignor"), and
Nevada Power Company, an electric utility organized under the laws of the State
of Nevada ("Assignee").  Assignor
and Assignee collectively are referred to herein as the "Parties" and each,
individually, as a "Party".

    


    RECITALS

    


    A.           Assignor
is the current holder of the leasehold estate created by the Lease Agreement (as
amended, the “Lease”) evidenced by
Memorandum of Lease recorded September 12, 2001, as Instrument No.
00229, Book 20010912, of the Official Records of Clark County, Nevada, as
amended by Amendment of Memorandum of Lease recorded
___________________, 200__, as Instrument No. ________, Book ________, of
the Official Records of Clark County, Nevada.

    


    B.           Subject
to the terms and conditions of the Lease, Assignor is the current holder of the
tenant’s interest created by Section 3.8 of the Lease in the Improvements (as
defined in the Lease) constructed by Assignor pursuant to the
Lease.

    


    C.           Assignor
is the current holder of the easement interests created by those certain
easements described on Exhibit A attached hereto (the "Easements").

    


    D.           Assignor
desires to assign to Assignee all of Assignor's right, title and interest in the
Lease (including, subject to the terms and conditions of the Lease, Assignor’s
right, title and interest in the Improvements constructed by Assignor pursuant
to the Lease), and the Easements, and Assignee desires to assume all duties and
obligations of Assignor under the Lease and the Easements arising after the date
hereof.

    


    AGREEMENT

    


    NOW, THEREFORE, for good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties agree as follows:

    


    Section 1.    Assignment
and Assumption.  Assignor hereby grants, conveys and assigns to
Assignee all of Assignor's right, title and interest in and to the Lease
(including subject to the terms and conditions of the Lease, Assignor’s right,
title and interest in and to the Improvements) and the Easements.  Assignee hereby assumes
and agrees to perform any and all of the obligations of Assignor arising after
the date hereof under the Easements and the Lease.

    


    Section
2.            Successors
and Assigns.  This Assignment shall be binding upon and shall
inure to the benefit of Assignor and Assignee and their respective successors
and permitted assigns.

    


    Section
3.            Governing
Law.  THIS ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEVADA (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PRINCIPLES THEREOF).

    


    Section
4.            Severability.  If any term or
provision of this Assignment shall be held invalid or unenforceable, the
remainder of this Assignment shall not be affected.

    


    Section
5.            Construction. Headings are solely for
the Parties' convenience, are not a part of this Assignment, and shall not be
used to interpret this Assignment.  This Assignment shall not be
construed as if it had been prepared by one of the Parties, but rather as if
both Parties have prepared it.

    


    Section
6.            Counterparts. This Assignment may be
executed in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same
instrument.

    


    Section
7.            Amendment. This Assignment may not
be amended or altered except by a written instrument executed by Assignor and
Assignee.

    


    Section
8.            Further
Assurances. 
Whenever requested to do so by the other Party, each Party shall execute,
acknowledge and deliver any further conveyances, assignments, confirmations,
satisfactions, releases, powers of attorney, instruments of further assurance,
approvals, consents and any further instruments or documents that are necessary,
expedient or proper to complete any conveyances, transfers, sales and
assignments contemplated by this Assignment.  In addition, each Party
shall do any other acts and execute, acknowledge and deliver any requested
documents in order to carry out the intent and purpose of this
Assignment.

    


    


    [SIGNATURE
PAGE FOLLOWS]

    



    
      
        
          Exhibit
B-

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Parties have executed this Assignment as of the date first
set forth above.

    


    
      	
               
      

            	
              Assignor:

            	
              RELIANT
      ENERGY WHOLESALE GENERATION, LLC, a Delaware limited liability
      company

            


    

    


    
      	
               
      

            	
              By:  _________________________________________

            


    

    
      	
               
      

            	
              Name:  ______________________________________

            


    

    
      	
               
      

            	
              Title:  _______________________________________

            


    

    


    


    
      	
               
      

            	
              Assignee:

            	
              NEVADA
      POWER COMPANY, an electric utility organized under the laws of the State
      of Nevada

            


    

    


    
      	
               
      

            	
              By:  _________________________________________

            


    

    
      	
               
      

            	
              Name:  ______________________________________

            


    

    
      	
               
      

            	
              Title:  _______________________________________

            


    

    


    


    State of
__________________ )

                                                       )
ss:

    County of
_________________)

    


    This
instrument was acknowledged before me on ___________, 2008, by
___________________________________________________ the ______________________
of Reliant Energy Wholesale Generation, LLC, a Delaware limited liability
company.

    


    


    ________________________________

    Notary
Public

    My Commission Expires:
____________

    


    (Seal/Stamp)

    


    


    


    State of
__________________ )

                                                       )
ss:

    County of
_________________)

    


    This
instrument was acknowledged before me on ___________, 2008, by
___________________________________________________ the ______________________
of Nevada Power Company, a Nevada corporation.

    


    


    ________________________________

    Notary
Public

    My Commission Expires:
____________

    


    (Seal/Stamp)

    



    
      
        
          Exhibit
B-

        

         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    


    EASEMENTS

     

    
      	
              1.  

            	
              Private
      Road Crossing Easement Agreement, dated December 12, 2002, between Reliant
      Energy Wholesale Generation, LLC (f/k/a Reliant Energy Bighorn, LLC) and
      Union Pacific Railroad Company, recorded as Instrument No.
      ________________, Book _________, in the Official Records of Clark County,
      Nevada.

            


    

     

    
      	
              2.  

            	
              Wireline
      Crossing Agreement, dated July 26, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Union Pacific Railroad Company, recorded as Instrument No.
      ________________, Book _________, in the Official Records of Clark County,
      Nevada.

            


    

     

    
      	
              3.  

            	
              Pipeline
      Crossing Agreement, dated July 26, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Union Pacific Railroad Company, recorded as Instrument No.
      ________________, Book _________, in the Official Records of Clark County,
      Nevada.

            


    

     

    
      	
              4.  

            	
              Easement
      Agreement B-2, dated November 28, 2007, by and among Primm 120 Limited
      Partnership, Reliant Energy Wholesale Generation, LLC and Nevada Power
      Company (as amended by the side letter, dated November 28, 2007), recorded
      as Instrument No. ________________, Book _________, in the Official
      Records of Clark County, Nevada.

            


    

     

    
      	
              5.  

            	
              Right-of-Way
      Grant N-74555, dated October 22, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and The Bureau of Land Management, as amended by that Partial
      Relinquishment and Amendment, dated September 15, 2004, recorded as
      Instrument No. ________________, Book _________, in the Official Records
      of Clark County, Nevada.

            


    

     

    



    
      
        
          Exhibit
B-

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    FORM
OF ASSIGNMENT

    


    THIS ASSIGNMENT AND
ASSUMPTION AGREEMENT (this "Assignment") is
entered into as of _____, 2008 by and between Reliant Energy Services, Inc., a
Delaware corporation ("Assignor") and Nevada
Power Company, an electric utility organized under the laws of the State of
Nevada ("Assignee").  Assignor
and Assignee collectively are referred to herein as the "Parties" and each,
individually, as a "Party".

    


    RECITALS

    


    A.           Reference
is made to the Asset Purchase Agreement ("Purchase Agreement")
dated as of April ____, 2008, by and among Reliant Energy Wholesale Generation,
LLC and Reliant Energy Asset Management, LLC, as Sellers, and Assignee, as
Purchaser.  All capitalized terms herein not otherwise defined shall
have the same meaning as set forth in the Purchase Agreement.

    


    B.           The
Parties desire to carry out, in part, the intent and purpose of the Purchase
Agreement by Assignor's execution and delivery to Assignee of this Assignment
evidencing the assignment to the Assignee of all of Assignor's right, title and
interest in the Service Agreement for Long-Term Firm Point-To-Point Transmission
Service, Service Agreement No. 90, dated as of July 5, 2001 by and between
Assignee and/or Sierra Pacific Power Company and Assignor (the "TSA").

    


    C.           The
Parties desire to carry out, in part, the intent and purpose of the Purchase
Agreement by Assignee's execution and delivery to Assignor of this Assignment
evidencing Assignee's assumption of all duties and obligations arising after the
date hereof under the TSA, as set forth in the Purchase Agreement.

    


    AGREEMENT

    


    NOW, THEREFORE, for good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties agree as follows:

    


    Section 1.    Assignment
and Assumption of TSA.  Assignor hereby assigns to Assignee all
of Assignor's right, title and interest in and to the TSA.  Assignee hereby assumes
and agrees to perform any and all of the obligations of Assignor under the TSA,
arising after the date hereof.  Each Party hereby releases the other
from all obligations arising under the TSA.

    


    Section
2.           Representations
and Warranties.  Assignor represents and warrants
that:

    


    (a) Existence.  Assignor
is a corporation duly formed, validly existing and in good standing under the
Laws of the State of Delaware and is licensed to do business as a corporation in
the State of Nevada.

    


    (b) Authority.  Assignor
has full corporate power and authority to execute and deliver this Assignment
and the TSA and to perform its obligations hereunder and
thereunder.  The execution and delivery by Assignor of this Assignment
and the performance by Assignor of its obligations hereunder have been duly and
validly authorized by all necessary corporate action.

    


    (c) Binding
Agreement.  Each of this Assignment and the TSA is in full
force and effect and constitutes the legal, valid and binding obligation of
Assignor, except as enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights or by equitable
principles.  Assignor is not in violation or breach of or default
under, or with notice or lapse of time or both, would be in violation or breach
of or default under, the TSA.

    


    (d) No
Conflicts.  The execution and delivery by Assignor of this
Assignment does not and the performance by Assignor of its obligations under
this Assignment shall not: (i) conflict with or result in a violation or breach
of any of the terms, conditions or provisions of Assignor's organizational
documents; (ii) result in a default (or give rise to any right of termination,
cancellation or acceleration) under any of the terms, conditions or provisions
of the TSA or any note, bond, deed of trust, indenture, license, agreement,
lease or other instrument or obligation to which Assignor is party or by which
Assignor may be bound, except for such defaults (or rights of termination,
cancellation or acceleration) as to which requisite waivers or consents have
been obtained in writing (true and correct copies of which waivers or consents
have been furnished to Assignee); or (iii) conflict with or result in a
violation or breach of any term or provision of any Law applicable to
Assignor.

    


    (e) No Prior
Transfer.  Assignor has not assigned or otherwise transferred
the TSA or any interest therein to any party.

    


    Section
3.           Successors
and Assigns.  This Assignment shall be binding upon and shall
inure to the benefit of Assignor and Assignee and their respective successors
and assigns.

    


    Section
4.           Governing
Law.  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, ENFORCED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).

    


    Section
5.           Severability.  If any term or
provision of this Assignment shall be held invalid or unenforceable, the
remainder of this Assignment shall not be affected.

    


    Section
6.           Construction. Headings are solely for
the Parties' convenience, are not a part of this Assignment, and shall not be
used to interpret this Assignment.  This Assignment shall not be
construed as if it had been prepared by one of the Parties, but rather as if
both Parties have prepared it.

    


    Section
7.           Counterparts. This Assignment may be
executed in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same
instrument.

    


    Section
8.           Amendment. This Assignment may not
be amended or altered except by a written instrument executed by Assignor and
Assignee.

    


    Section
9.           Further
Assurances. 
Whenever requested to do so by the other Party, each Party shall execute,
acknowledge and deliver any further conveyances, assignments, confirmations,
satisfactions, releases, powers of attorney, instruments of further assurance,
approvals, consents and any further instruments or documents that are necessary,
expedient or proper to complete any conveyances, transfers, sales and
assignments contemplated by this Assignment.  In addition, each Party
shall do any other acts and execute, acknowledge and deliver any requested
documents in order to carry out the intent and purpose of this
Assignment.

    


    


    


    


    [SIGNATURE
PAGE FOLLOWS]


    
      
        
          Exhibit
C-

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the Parties have executed this Assignment as of the date first
set forth above.

    


    
      	
               
      

            	
              Assignor:

            	
              RELIANT
      ENERGY SERVICES, INC., a Delaware
corporation

            


    

    


    
      	
               
      

            	
              By:  _________________________________________

            


    

    
      	
               
      

            	
              Name:  ______________________________________

            


    

    
      	
               
      

            	
              Title:  _______________________________________

            


    

    


    
      	
               
      

            	
              Assignee:

            	
              NEVADA
      POWER COMPANY, an electric utility organized under the laws of the State
      of Nevada

            


    

    


    
      	
               
      

            	
              By:  _________________________________________

            


    

    
      	
               
      

            	
              Name:  ______________________________________

            


    

    
      	
               
      

            	
              Title:  _______________________________________

            


    

    


    


    


    



    
      
        
          Exhibit
C-

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

    FORM
OF REQUESTED CONSENT

    


    This CONSENT AGREEMENT
(this "Agreement") is
entered  into as of _____________, 2008, among Reliant Energy
Wholesale Generation, LLC, a Delaware limited liability company (with its
successors and assigns, "Seller"), Nevada
Power Company, an electric utility organized under the laws of Nevada (with its
successors and assigns, "Purchaser"), and
_______, a ______ (with its successors and assigns, "Company").  Purchaser,
Seller and Company may be referred to individually herein as a "Party" and
collectively as the "Parties".

    


    RECITALS

    


    WHEREAS,
Seller and Company have entered into that certain _______, dated as of ____ (the "Assigned
Agreement");

    


    WHEREAS, Purchaser,
Seller and Reliant Energy Asset Management, LLC have entered into that certain
Asset Purchase Agreement, dated as of April _____, 2008 (the "Purchase Agreement"),
pursuant to which Seller has agreed to assign all of its rights, title and
interest under the Assigned Agreement to Purchaser, and Purchaser has agreed to
assume all of Seller's obligations arising under the Assigned Agreement after
the closing of the transactions under the Purchase Agreement (the "Transaction Closing
Date"); and

    


    WHEREAS, Seller requests
consent from Company to transfer its rights, title, interest and obligations
under the Assigned Agreement to Purchaser.

    


    NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowl­edged, and intending to
be legally bound, the Parties hereby agree as follows:

    


    1.           Consent
and Agreement.  Company hereby
consents to the assignment of all of Seller's right, title and interest in the
Assigned Agreement to Purchaser.

    


    2.           Assumption
by Purchaser.  Purchaser
acknowledges that it will assume all of the obligations of Seller arising under
the Assigned Agreement after the Transaction Closing Date.

    


    3.           Novation
of Assigned Agreement.  Effective as of
the Transaction Closing Date, Company hereby fully and unconditionally releases
Seller and its affiliates from all liabilities (whether known or unknown,
accrued or contingent, fixed or otherwise) under the Assigned Agreement arising
after the Transaction Closing Date.

    


    4.           Representations.

    


    Company
represents and warrants that: (i) to Company's knowledge, the Assigned Agreement
is in full force and effect and constitutes the legal, valid and binding
obligation of Company, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, or other similar laws affecting creditors' rights or
by equitable principles; (ii) neither Company nor, to Company's knowledge,
Seller is in default of any obligation under the Assigned Agreement and neither
has any existing counterclaims, offsets or defenses against the other; (iii) to
Company's knowledge, no event or condition exists which would either immediately
or with the passage of any applicable grace period or giving of notice, or both,
enable Company or Seller to terminate or suspend its obligations under the
Assigned Agreement; (iv) to Company's knowledge, no event or condition exists or
has occurred which would give rise to any obligation of Seller to indemnify
Company pursuant to the Assigned Agreement; (v) neither Company nor Seller has
any payment amount under the Assigned Agreement outstanding or overdue and there
are no pending claims for any payment amount related to the Assigned Agreement;
(vi) the Assigned Agreement has not been amended or otherwise modified except as
set out on Exhibit ___; (vii) Company is a ____ duly formed and validly
existing under the laws of the State of ____; (viii) Company has power
and authority to execute and deliver this Agreement, the execution and delivery
of which by Company has been duly and validly authorized; and (ix) this
Agreement constitutes the legal, valid and binding obligation of Company, except
as enforceability may be limited by bankruptcy, insolvency, reorganization, or
other similar laws affecting creditors’ rights or by equitable
principles.

    


    5.           Purchaser's
address for notice under the Assigned Agreement is:

    


    ___________________

    ___________________

    Attn:
_______________

    


    6.           Miscellaneous.

    


    (i) This Agreement shall
be binding upon the Parties and their respective successors and assigns, and may
be executed in counterparts, each of which shall be an original, but all of
which shall together constitute one and the same instrument.

    


    (ii) In case any
provision of this Agreement shall be invalid or unenforceable, the validity or
enforceability of the remaining provisions shall not in any way be impaired
thereby.  In the event of a conflict between this Agreement and the
Assigned Agreement, the terms of this Agreement shall
control.

    


    (iii) THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEVADA APPLICABLE TO A CONTRACT EXECUTED AND PERFORMED IN SUCH STATE,
WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF.

    


    (iv) This Agreement
embodies the complete agreement among the Parties with respect to the subject
matter hereof and supersedes all other oral or written understandings or
agreements.

    


    (v)
Company agrees to execute and deliver such instruments and take such further
actions as may be reasonably necessary to effectuate the purposes of this
Agreement.

    


    (vi) No change,
amendment, modification, cancellation, discharge or waiver of any provision
hereof shall be valid unless in writing and signed by all
Parties.


    
      
        
          Exhibit
C-

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    IN WITNESS WHEREOF, the
Parties have caused their duly authorized officers to execute and deliver this
Agreement as of the date first above written.

    


    [COMPANY]

    


    


    
      	
               
      

            	
              By:_______________________

            


    

    
      	
               
      

            	 	
              Name:

            	 


    

    
      	
               
      

            	 	
              Title:

            	 


    

    


    


    
      	
               
      

            	
              [SELLER]

            


    

    


    


    
      	
              By:

            	 


    

    
      	 	
              Name:

            	 


    

    
      	 	
              Title:

            	 


    

    


    


    PURCHASER:

    NEVADA POWER
COMPANY

    


    


    By:                                                      

    Name:                                                                

    Title:                                                                

    



    
      
        
          Exhibit
C-

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULES

     

    TO
THE

     

    ASSET
PURCHASE AGREEMENT

     

    by
and among

     

    RELIANT
ENERGY WHOLESALE GENERATION, LLC

     

    AND

     

    RELIANT
ENERGY ASSET MANAGEMENT, LLC

     

    as
Sellers,

     

    and

     

    NEVADA
POWER COMPANY

     

    as
Purchaser

     

    April
21, 2008

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Capitalized
terms used and not defined herein shall have the meaning assigned to them in the
Asset Purchase Agreement.

     

    


    
      	
              Schedule 1.1(a), Part A

            	
              Assigned Facility
  Agreements

            
	
              Schedule 1.1(a), Part B

            	
              Stores and Inventory

            
	
              Schedule 1.1(b)

            	
              Materials and Equipment

            
	
              Schedule 1.1(c)

            	
              Requested Consents

            
	
              Schedule 1.1(d)

            	
              Easements

            
	
              Schedule 1.1(e)

            	
              Permitted Liens

            
	
              Schedule 1.1(f)

            	
              Transferred Intellectual
      Property

            
	
              Schedule 1.1(g)

            	
              Project Employees

            
	
              Schedule 1.1(h)

            	
              Stores and Inventory
      Methodology

            
	
              Schedule 1.1(i)

            	
              Transferred Permits

            
	
              Schedule 2.1.3

            	
              Excluded Assets

            
	
              Schedule 5.2(b)(iii)

            	
              Material Assigned Facility
      Agreements

            
	
              Schedule 5.2(d)

            	
              Permitted Actions

            
	
               

              Sellers' Disclosure
Schedule

            	
               

              Section 1.1(a): Sellers'
      Knowledge Persons

              Section
      3.4:  Consents and Action

              Section
      3.5:  Approvals and Filings

              Section
      3.7:  Sellers' Legal Proceedings

              Section 3.10(d):Real Property
      – Material Liens

              Section 3.10(f):Real Property
      – Commitments to or Agreements with Any Governmental Authority Affecting
      the Use or Ownership of the Real Property

              Section 3.10(g):Real Property
      – Agreements for the Sale, Exchange, Encumbrance, Lease or Transfer of Any
      of the Real Property or Any Portion of the Same by
      Sellers

              Section 3.10(h):Real Property
      – Notices of Non-Compliance with Applicable Material Conditions, Covenants
      and Restrictions that Encumber the Real Property

              Section 3.11:Materials and
      Equipment; Tangible Personal Property

              Section 3.12:Warranty
      Matters

              Section 3.14(a):List of
      Facility Permits

              Section 3.14(b)(i):Permit
      Parties

              Section
      3.14(b)(ii):Compliance with and Status of Facility
      Permits

              Section 3.15:List of
      Insurance Policies

              Section 3.16:Environmental
      Matters

              Section 3.16(d):Material
      Environmental Permits

              Section
      3.18(b):  Seller Plans

              Section
      3.20(a):   Intellectual Property

              Section
      3.20(b):   Infringement of Intellectual
      Property

              Section
      5.11(a):    Support
      Obligations

              Section 9.1:Tax Matters
      Exceptions

               

            
	
              Purchaser's Disclosure
    Schedule

            	
              Section
      1.1(a):  Purchaser's Knowledge
Persons

              Section
      4.5        Approvals and
      Filings

              Section
      4.6:       Purchaser's Legal
      Proceedings

            


    

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1.1(a)

     

    ASSIGNED FACILITY
AGREEMENTS

     

    
      	
              1.  

            	
              Interconnection
      and Operation Agreement between Nevada Power Company and Reliant Energy
      Wholesale Generation, LLC, as successor in interest to Reliant Energy
      Bighorn, LLC, dated March 6, 2002 as amended by the First Revised Service
      Agreement No. 109, which is attached to the compliance filing with FERC by
      Nevada Power Company on June 26, 2002, accepted by FERC for filing
      effective as of March 6, 2002

            


    

     

    
      	
              2.  

            	
              Regional
      Required System Upgrades Memorandum of Understanding between Reliant
      Energy Wholesale Generation, LLC, as successor in interest to Reliant
      Energy Bighorn, LLC, and Nevada Power Company, dated July 8,
      2002

            


    

     

    
      	
              3.  

            	
              Agreement
      for Large Standby Electric Service between Nevada Power Company and
      Reliant Energy Wholesale Generation, LLC, dated April 5,
    2005

            


    

     

    
      	
              4.  

            	
              Service
      Agreement for Long-Term Firm Point-to-Point Transmission Service, Service
      Agreement No. 90, between Sierra Pacific Power Company and/or Nevada Power
      Company and Reliant Energy Services, Inc., dated July 5,
    2001

            


    

     

    
      	
              5.  

            	
              Settlement
      Agreement among Reliant Energy Services, Inc., Reliant Energy Wholesale
      Generation, LLC, as successor in interest to Reliant Energy Bighorn, LLC,
      Reliant Energy Arrow Canyon, LLC and Nevada Power Company, dated December
      18, 2002 (only as to assignment of rights and obligations under
      §4(d))

            


    

     

    
      	
              6.  

            	
              Amendment
      and Restatement of the 2003 Settlement Agreement, among Nevada Power
      Company, Nevada Power Company's Chuck Lenzie Generating Station, Southern
      California Edison Company, GenWest, LLC, Las Vegas Cogeneration II, Mirant
      Las Vegas, LLC, Reliant Energy Wholesale Generation, LLC and Southern
      Nevada Water Authority, which is attached to the 2005 Settlement Agreement
      and was filed with FERC on May 23,
2005

            


    

     

    
      	
              7.  

            	
              Settlement
      Agreement (for 2005) among Nevada Power Company, Nevada Power Company's
      Chuck Lenzie Generating Station, Valley Electric Association, Inc.,
      Southern California Edison Company, GenWest, LLC, Las Vegas Cogeneration
      II, Mirant Las Vegas, LLC, Reliant Energy Wholesale Generation, LLC and
      Southern Nevada Water Authority, filed with FERC on May 23,
      2005

            


    

     

    
      	
              8.  

            	
              Revised
      Regional Required System Upgrades Memorandum of Understanding between
      Nevada Power Company and Reliant Energy Wholesale Generation, LLC, as
      successor-in-interest to Reliant Energy Bighorn, LLC, filed as Attachment
      E to the 2003 Settlement Agreement, as amended by the revised memorandum
      of understanding between Nevada Power Company and Reliant Energy Wholesale
      Generation, LLC entered into pursuant to the 2005 Settlement Agreement and
      the Amended and Restated 2003 Settlement Agreement, conforming MOU I with
      the revisions agreed to in the 2005 Settlement Agreement and the Amended
      and Restated 2003 Settlement
Agreement

            


    

     

    
      	
              9.  

            	
              Amended
      and Restated Regional Required System Upgrades Western Memorandum of
      Understanding, dated March 24, 2005, between Reliant Energy Wholesale
      Generation, LLC and Nevada Power
Company

            


    

     

    
      	
              10.  

            	
              Settlement
      Agreement among Nevada Power Company, Valley Electric Association, Inc.,
      Nevada Power Company's Chuck Lenzie Generating Station, GenWest, LLC, Las
      Vegas Cogeneration II, LLC, Mirant Las Vegas, LLC, Reliant Energy
      Wholesale Generation, LLC, and Southern Nevada Water Authority, dated as
      of March 21, 2005

            


    

     

    
      	
              11.  

            	
              Tax
      Agreement among Reliant Energy Wholesale Generation, LLC, as
      successor-in-interest to Reliant Energy Bighorn, LLC, Southern California
      Edison Company and Nevada Power Company, dated effective January 31,
      2003

            


    

     

    
      	
              12.  

            	
              WSCC
      Reliability Management System Agreement, dated March 6, 2002, between
      Reliant Energy Wholesale Generation, LLC, as successor-in-interest to
      Reliant Energy Bighorn, LLC, and Nevada Power
  Company

            


    

     

    
      	
              13.  

            	
              Reliant
      Energy Wholesale Generation, LLC Rate Schedule FERC No. 6, dated May 31,
      2006 and approved July 20, 2006, between Reliant Energy Wholesale
      Generation LLC and Nevada Power
Corporation

            


    

     

    
      	
              14.  

            	
              Settlement
      Agreement, dated May 31, 2006 and approved by FERC on July 20, 2006, by
      and among Reliant Wholesale Energy Generation, LLC and Nevada Power
      Company

            


    

     

    
      	
              15.  

            	
              Lease
      Agreement, dated August 31, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Primm 120 Limited Partnership, as amended by that First Amendment to
      Lease, dated November 28, 2007

            


    

     

    
      	
              16.  

            	
              Amendment
      of Memorandum of Lease, dated November 28, 2007, between Primm 120 Limited
      Partnership and Reliant Energy Wholesale Generation, LLC, as
      successor-in-interest to Reliant Energy Bighorn,
  LLC

            


    

     

    
      	
              17.  

            	
              Agreement
      Regarding Water, dated August 31, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and The Primadonna Company, LLC

            


    

     

    
      	
              18.  

            	
              Stipulation
      and Agreement, dated August 31, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      The Primadonna Company, LLC, Primm South Real Estate Company and Primm 120
      Limited Partnership

            


    

     

    
      	
              19.  

            	
              Letter
      Update to Stipulation and Agreement, dated September 14, 2004, between
      Reliant Energy Wholesale Generation, LLC, as successor-in-interest to
      Reliant Energy Bighorn, LLC, The Primadonna Company, LLC, Primm South Real
      Estate Company and Primm 120 Limited
Partnership

            


    

     

    
      	
              20.  

            	
              Easement
      Agreement, dated August 31, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Primm South Real Estate Company, Primm 120 Limited Partnership, as
      amended by that First Amendment, dated November 28,
  2007

            


    

     

    
      	
              21.  

            	
              Easement
      Agreement B-2, dated November 28, 2007, by and among Primm 120 Limited
      Partnership, Reliant Energy Wholesale Generation, LLC and Nevada Power
      Company, as amended by the side letter, dated November 28,
      2007

            


    

     

    
      	
              22.  

            	
              Private
      Road Crossing Easement Agreement, dated December 12, 2002, between Reliant
      Energy Wholesale Generation, LLC, as successor-in-interest to Reliant
      Energy Bighorn, LLC, and Union Pacific Railroad
  Company

            


    

     

    
      	
              23.  

            	
              Wireline
      Crossing Agreement, dated July 26, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Union Pacific Railroad Company

            


    

     

    
      	
              24.  

            	
              Pipeline
      Crossing Agreement, dated July 26, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Union Pacific Railroad Company

            


    

     

    
      	
              25.  

            	
              Delivery
      Meter Station Facility Lease, dated July 31, 2002, between Reliant Energy
      Wholesale Generation, LLC, as successor-in-interest to Reliant Energy
      Bighorn, LLC, and Kern River Gas Transmission
  Company

            


    

     

    
      	
              26.  

            	
              Signal
      Letter Agreement, dated October 2, 2002, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Kern River Gas Transmission
Company

            


    

     

    
      	
              27.  

            	
              Facilities
      Agreement, dated July 31, 2002, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Kern River Gas Transmission
Company

            


    

     

    
      	
              28.  

            	
              Right-of-Way
      Grant N-74555, dated October 22, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and The Bureau of Land Management, as amended by that Partial
      Relinquishment and Amendment, dated September 15,
  2004

            


    

     

    
      	
              29.  

            	
              Cost
      Recovery Agreement, dated March 29, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and The Bureau of Land Management

            


    

     

    
      	
              30.  

            	
              Program
      Parts, Shop Repairs and Scheduled Outage Services Contract, dated
      September 30, 2002, between Reliant Energy Wholesale Generation, LLC, as
      successor-in-interest to Reliant Energy Bighorn, LLC, and Siemens
      Westinghouse Power Corporation, as amended by Amendment No. 1, dated June
      17, 2005 and Amendment No. 2, dated October 1,
  2006

            


    

     

    
      	
              31.  

            	
              Meteorological
      Data Agreement CBE 419, dated February 21, 2006, between Reliant Energy
      Wholesale Generation, LLC and Clark County,
  Nevada

            


    

     

    
      	
              32.  

            	
              Settlement
      and Mutual Release Agreement, dated as of February 1, 2007, between
      Reliant Energy Wholesale Generation, LLC and Alstom Power
    Inc.

            


    

     

    
      	
              33.  

            	
              Purchase
      Order Number 4501168957, dated March 25, 2008, between Reliant Energy
      Wholesale Generation, LLC – Bighorn Station and Cormetech,
      Inc.

            


    

     

    
      	
              34.  

            	
              Purchase
      Order Number 4501172990, dated April 15, 2008, between Reliant Energy
      Wholesale Generation, LLC – Bighorn Station and A-1 National Fire Co.,
      Inc.

            


    

     

    
      	
              35.  

            	
              Purchase
      Order Number 4501170131, dated March 31, 2008, between Reliant Energy
      Wholesale Generation, LLC – Bighorn Station and United Anco
      Services

            


    

     

    
      	
              36.  

            	
              Purchase
      Order Number 4501114486, dated May 29, 2007, between Reliant Energy
      Wholesale Generation, LLC – Bighorn Station and Univar USA
      Inc.

            


    

     

    
      	
              37.  

            	
              Purchase
      Order Number 4500808860, dated March 26, 2003, between Reliant Energy
      Wholesale Generation, LLC – Bighorn Station and Enco Southwest,
      Inc.

            


    

     

    
      	
              38.  

            	
              Contract
      Number 4600017299, dated February 3, 2003, between Reliant Energy
      Wholesale Generation, LLC – Bighorn Station and GE Mobil Water
      Inc

            


    

     

    
      	
              39.  

            	
              Contract
      Number 4600017899, dated August 25, 2003, between Reliant Energy Wholesale
      Generation, LLC – Bighorn Station and Viper Cleaning
    Systems

            


    

     

    
      	
              40.  

            	
              Contract
      Number 4600017952, dated September 2, 2003, between Reliant Energy
      Wholesale Generation, LLC – Bighorn Station and Lawson Products,
      Inc.

            


    

     

    
      	
              41.  

            	
              Contract
      Number 4600017436, dated April 1, 2003, between Reliant Energy Wholesale
      Generation, LLC – Bighorn Station and Nalco
  Company

            


    

     

    
      	
              42.  

            	
              Contract
      Number 4600020452, dated June 13, 2007, between Reliant Energy Wholesale
      Generation, LLC – Bighorn Station and Total-Western
  Inc.

            


    

     

    
      	
              43.  

            	
              Contract
      Number 4600019872, dated December 7, 2005, between Reliant Energy
      Wholesale Generation, LLC – Bighorn Station and Pall Advanced Separation
      Systems

            


    

     

    
      	
              44.  

            	
              Contract
      Number 4600019951, dated January 1, 2006, between Reliant Energy Wholesale
      Generation, LLC – Bighorn Station and Siemens Power Generation
      Inc.

            


    

     

    
      	
              45.  

            	
              Contract
      Number 4600018180, dated November 10, 2003, between Reliant Energy
      Wholesale Generation, LLC – Bighorn Station and A-1 National Fire Co.,
      Inc.

            


    

     

    
      	
              46.  

            	
              Contract
      Number 4600017346, dated March 20, 2003, between Reliant Energy Wholesale
      Generation, LLC – Bighorn Station and Enco Southwest,
  Inc.

            


    

     

    
      	
              47.  

            	
              Contract
      Number 4600017913, dated July 25, 2003, between Reliant Energy Wholesale
      Generation, LLC – Bighorn Station and Terminix
    International

            


    

     

    
      	
              48.  

            	
              Contract
      Number 4600018071, dated October 6, 2003, between Reliant Energy Wholesale
      Generation, LLC – Bighorn Station and Republic Services of Southern
      Nevada

            


    

     

    
      	
              49.  

            	
              Contract
      Number 4600018073, dated October 6, 2003, between Reliant Energy Wholesale
      Generation, LLC – Bighorn Station and Cool
  Reflections

            


    

     

    
      	
              50.  

            	
              Contract
      Number 4600018155, dated October 31, 2003, between Reliant Energy
      Wholesale Generation, LLC – Bighorn Station and Arizona Valve &
      Fitting

            


    

     

    
      	
              51.  

            	
              Contract
      Number 4600018544, dated March 30, 2004, between Reliant Energy Wholesale
      Generation, LLC – Bighorn Station and H&E Equipment Services
      LLC

            


    

     

    
      	
              52.  

            	
              Contract
      Number 4600019733, dated October 18, 2005, between Reliant Energy
      Wholesale Generation, LLC – Bighorn Station and Anytime Plumbing
      Inc.

            


    

     

    
      	
              53.  

            	
              Software
      License Agreements

            


    

     

    
      	
              a.  

            	
              CEMS
      (Continuous Emissions Monitoring System) Data loggers, server(s) and ESC
      Stackvision software license

            


    

    
      	
              b.  

            	
              REDTag
      (tag & lock out system) PC and software
  license

            


    

    
      	
              c.  

            	
              OSIsoft PI System & interfaces – Server and software1

            


    

    
      	
              d.  

            	
              ABB
      Optimax

            


    

    


     

     

    


     

    

      

    

      
      
        	
                 
      

              	
                1
      SW license for OSI is
      assignable contingent on Purchaser agreeing to 1 year of software
      maintenance with
OSIsoft.

              


      

       

    


    
      
        
          Schedule 1.1(a) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1.1(b), PART A

     

    MATERIALS AND
EQUIPMENT

     

    2x1 configured
combined-cycle facility consisting of:

     

    


    Major Equipment

     

    Two (2)
Siemens 501 FD2 dry NOx combustion turbines with TXP Control System

    Two (2)
combustion turbine generators

    Two (2)
Alstom three pressure, natural circulation, water-tube heat recovery steam
generators

    One (1)
Alstom steam turbine controlled by an Alstom P320-TGC and hydrogen cooled
generator

    Hamon 40
cell air cooled condenser

    Two (2)
100 percent capacity Flowserve boiler-feed pumps (two per unit, total of
four)

    three 40
percent capacity Flowserve condensate pumps

    ABB
Bailey integrated control system

    


    Balance of
Plant

     

    One (1)
auxiliary boiler and system

    Ammonia
System

    Cooling
Water System

    Water
Treatment System

    Service
Water System

    Data
collection system

    


    Interconnection

     

    Transformers

    Switchyard
Equipment

    Switchgear

    


    Site

    Control
Room Building and Equipment (including office equipment such as office
furniture, computers, printers, etc.)

    Potable
Water System

    Site
Draining System

    Service
Equipment (crane, forklift, pressure washer, four-wheel carts and other
vehicles, tools, maintenance equipment, etc.)

    Power/Lighting
System

    Fire
Protection/Detection Equipment

    Lab
Equipment

    Septic
System

    Security
System

    


    


     


    
      
        
          Schedule 1.1(b) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1.1(b), PART B

     

    STORES AND
INVENTORY

     

    Inventory
list as of March 31, 2008 attached.

    



    
      
        
          Schedule 1.1(b) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1.1(c)

     

    REQUESTED
CONSENTS

     

    
      	
              1.  

            	
              Delivery
      Meter Station Facility Lease, dated July 31, 2002, between Reliant Energy
      Wholesale Generation, LLC, as successor-in-interest to Reliant Energy
      Bighorn, LLC, and Kern River Gas Transmission
  Company

            


    

     

    
      	
              2.  

            	
              Lease
      Agreement, dated August 31, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Primm 120 Limited Partnership, as amended by that First Amendment to
      Lease, dated November 28, 2007

            


    

     

    
      	
              3.  

            	
              Stipulation
      and Agreement, dated August 13, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      The Primadonna Company, LLC, Primm South Real Estate Company and Primm 120
      Limited Partnership

            


    

     

    
      	
              4.  

            	
              Private
      Road Crossing Easement Agreement, dated December 12, 2002, between Reliant
      Energy Wholesale Generation, LLC, as successor-in-interest to Reliant
      Energy Bighorn, LLC, and Union Pacific Railroad
  Company

            


    

     

    
      	
              5.  

            	
              Wireline
      Crossing Agreement, dated July 26, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Union Pacific Railroad Company

            


    

     

    
      	
              6.  

            	
              Pipeline
      Crossing Agreement, dated July 26, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Union Pacific Railroad Company

            


    

     

    
      	
              7.  

            	
              Program
      Parts, Shop Repairs and Scheduled Outage Services Contract, dated
      September 30, 2002, between Reliant Energy Wholesale Generation, LLC, as
      successor-in-interest to Reliant Energy Bighorn, LLC, and Siemens
      Westinghouse Power Corporation, as amended by Amendment No. 1, dated June
      17, 2005 and Amendment No. 2, dated October 1,
  2006

            


    

     

    


     

    


     


    
      
        
          Schedule 1.1(c) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1.1(d)

     

    EASEMENTS

     

    
      	
              1.  

            	
              Easement
      Agreement, dated August 31, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Primm South Real Estate Company, Primm 120 Limited Partnership, as
      amended by that First Amendment, dated November 28,
  2007

            


    

     

    
      	
              2.  

            	
              Private
      Road Crossing Easement Agreement, dated December 12, 2002, between Reliant
      Energy Wholesale Generation, LLC as successor-in-interest to Reliant
      Energy Bighorn, LLC and Union Pacific Railroad
  Company

            


    

     

    
      	
              3.  

            	
              Wireline
      Crossing Agreement, dated July 26, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Union Pacific Railroad Company

            


    

     

    
      	
              4.  

            	
              Pipeline
      Crossing Agreement, dated July 26, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Union Pacific Railroad Company

            


    

     

    
      	
              5.  

            	
              Easement
      Agreement B-2, dated November 28, 2007, by and among Primm 120 Limited
      Partnership, Reliant Energy Wholesale Generation, LLC and Nevada Power
      Company, as amended by the side letter, dated November 28,
      2007

            


    

     

    
      	
              6.  

            	
              Right-of-Way
      Grant N-74555, dated October 22, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and The Bureau of Land Management, as amended by that Partial
      Relinquishment and Amendment, dated September 15,
  2004

            


    

     

    


     


    
      
        
          Schedule 1.1(d) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1.1(e)

     

    PERMITTED
LIENS

     

    None

     

    


     


    
      
        
          Schedule 1.1(e) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1.1(f)

     

    TRANSFERRED INTELLECTUAL
PROPERTY

     

    
      	
              1.  

            	
              Software
      License Agreements

            


    

     

    
      	
              a.  

            	
              CEMS
      (Continuous Emissions Monitoring System) Data loggers, server(s) and ESC
      Stackvision software license

            


    

    
      	
              b.  

            	
              REDTag
      (tag & lock out system) PC and software
  license

            


    

    
      	
              c.  

            	
              OSIsoft PI System & interfaces – Server and software2

            


    

    
      	
              d.  

            	
              ABB
      Optimax

            


    

     

    


     

    

      

    

      
      
        	
                 
      

              	
                2
      SW license for OSI is
      assignable contingent on Purchaser agreeing to 1 year of software
      maintenance with
OSIsoft.

              


      

       

    


    
      
        
          Schedule 1.1(f) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1.1(g)

     

    PROJECT
EMPLOYEES

     

    


    
      	
              1.  

            	
              Brothers,
      Derek A.

            


    

    
      	
              2.  

            	
              Cairns,
      David James

            


    

    
      	
              3.  

            	
              Canillo,
      Jason John

            


    

    
      	
              4.  

            	
              Comella,
      Patricia Susan

            


    

    
      	
              5.  

            	
              Cooper,
      Randal J.

            


    

    
      	
              6.  

            	
              Fuentes,
      Felix Armando

            


    

    
      	
              7.  

            	
              Gillespie,
      Martin E.

            


    

    
      	
              8.  

            	
              Guadarrama,
      Anthony

            


    

    
      	
              9.  

            	
              Hankins,
      Adam Michael

            


    

    
      	
              10.  

            	
              Jackson,
      Christopher S.

            


    

    
      	
              11.  

            	
              Lubbe,
      Toni Ann

            


    

    
      	
              12.  

            	
              McCallum,
      Ronald

            


    

    
      	
              13.  

            	
              Millett,
      Thomas S.

            


    

    
      	
              14.  

            	
              Newcomb,
      Kevin

            


    

    
      	
              15.  

            	
              Olsen,
      Richard Warren

            


    

    
      	
              16.  

            	
              Otero,
      Jose A., Jr.

            


    

    
      	
              17.  

            	
              Poelma,
      John F.

            


    

    
      	
              18.  

            	
              Reitz,
      Gregory Joseph

            


    

    
      	
              19.  

            	
              Rettke,
      David J.

            


    

    
      	
              20.  

            	
              Schmitt,
      Sean

            


    

    
      	
              21.  

            	
              Seymour,
      Jimmy L.

            


    

    


    


     


    
      
        
          Schedule 1.1(g) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1.1(h)

     

    STORES AND INVENTORY
METHODOLOGY

     

    


    New
inventory parts are valued at cost.  Used parts follow a split
valuation procedure in which parts that have been refurbished or repaired are
separately identified/tagged and valued by the plant as a percentage (75%, 50%
or 25%) of new part value based on the remaining usable life of such used
parts.

    


     


    
      
        
          Schedule 1.1(h) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1.1(i)

     

    TRANSFERRED
PERMITS

     

    
      	
              1.  

            	
              Items
      1 – 5 and 8 (if transferable) set forth on Section 3.14(a)
      of Sellers’ Disclosure Schedule

            


    

     

    
      	
              2.  

            	
              Those
      Permits set forth on Section 3.16(d)
      of Sellers’ Disclosure Schedule

            


    

     

    


     


    
      
        
          Schedule 1.1(i) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2.1.3

     

    EXCLUDED
ASSETS

     

    
      	
              1.  

            	
              All
      trade names, trademarks, service marks or logos owned by Sellers or their
      Affiliates but excluding the name “Bighorn,” which will be transferred to
      Nevada Power Company

            


    

     

    
      	
              2.  

            	
              Cash,
      cash equivalents, bank deposits, accounts and notes receivable (trade or
      otherwise) of Sellers, whether or not related to the
    Facility

            


    

     

    
      	
              3.  

            	
              All
      certificates of deposit, shares of stock, securities, evidences of
      indebtedness, interest in joint ventures, partnerships, limited liability
      companies and other entities

            


    

     

    
      	
              4.  

            	
              Contracts
      that are not Assigned Facility
Agreements

            


    

     

    
      	
              5.  

            	
              Any
      and all temporary structures and items of personal property owned by
      contractors and vendors providing services on or materials to the Site or
      for the Project (and any and all property of easement holders located on
      the easements)

            


    

     

    
      	
              6.  

            	
              Books
      and Records not being transferred comprising solely of records of
      employees not hired by Purchaser, financial statements of Sellers, and
      records relating to Excluded Assets

            


    

     

    
      	
              7.  

            	
              Any
      SCE RRSU Refund pursuant to the 2003 Settlement Agreement and the Amended
      and Restated 2003 Settlement Agreement and any refunds from overpayments
      made by Sellers into the trust accounts established under Revised MOU I
      and MOU II and Sellers’ share of any interest earned on the balance of
      such accounts, net of Sellers’ share of any trustee fees and out-of-pocket
      expenses deducted by trustee prior to
  distribution.

            


    

     

    
      	
              8.  

            	
              Embarq
      local phone service

            


    

     

    
      	
              9.  

            	
              Qwest
      long distance service

            


    

     

    
      	
              10.  

            	
              PBX
      / VM maintenance from Shared
Technologies

            


    

     

    
      	
              11.  

            	
              Wide
      Area Network / ATT service

            


    

     

    
      	
              12.  

            	
              Software
      License Agreements

            


    

     

    
      	
              a.  

            	
              ABB
      Ranger

            


    

    
      	
              b.  

            	
              SAP
      (FI - Financial, MM- Materials Management, WM - Work Management, HR- Human
      Resources)

            


    

    
      	
              c.  

            	
              PowerGADS
      - Generation Performance and
Reliability

            


    

    
      	
              d.  

            	
              SharePoint
      Document Management System

            


    

    
      	
              e.  

            	
              Reason
      - Root Cause Analysis

            


    

    
      	
              f.  

            	
              Primavera

            


    

    
      	
              g.  

            	
              nMarket

            


    

    
      	
              h.  

            	
              GenTrader

            


    

    
      	
              i.  

            	
              ENotify
      (PI Notification Tool)

            


    

    
      	
              j.  

            	
              OSI
      ActiveView

            


    

    
      	
              k.  

            	
              OSI
      RTPortal

            


    

    
      	
              l.  

            	
              MS
      Office

            


    

    
      	
              m.  

            	
              MS
      Exchange

            


    

    
      	
              n.  

            	
              All
      corporately licensed Desktop and Server
software

            


    

    
      	
              o.  

            	
              LAN
      Server Operating System

            


    

    
      	
              p.  

            	
              Trend
      Micro Virus Protection

            


    

    
      	
              q.  

            	
              Tape
      Backup software

            


    

    
      	
              r.  

            	
              Altiris
      Client Service software

            


    

    
      	
              s.  

            	
              SmartSignal3

            


    

     

    
      	
              13.  

            	
              Internally-Developed
      Owned Software

            


    

     

    
      	
              a.  

            	
              Trader.ems

            


    

    
      	
              b.  

            	
              Air
      Bulk Sampling System

            


    

    
      	
              c.  

            	
              ATRisk

            


    

    
      	
              d.  

            	
              CAMS
      "Comprehensive Allowance Management
System”

            


    

    
      	
              e.  

            	
              Drawings
      Index

            


    

    
      	
              f.  

            	
              EGIS

            


    

    
      	
              g.  

            	
              Power
      Generation Web

            


    

    
      	
              h.  

            	
              Outage
      Scheduling System

            


    

    
      	
              i.  

            	
              CMET
      - Contractor Time and Material

            


    

    
      	
              j.  

            	
              Employee
      Training & Certification System

            


    

    
      	
              k.  

            	
              Mobile
      Maintenance Services System

            


    

    
      	
              l.  

            	
              Fuelworks
      System

            


    

    
      	
              m.  

            	
              Welders
      Qualification System (WQS)

            


    

    
      	
              n.  

            	
              ISO
      Bid Tools

            


    

    
      	
              o.  

            	
              Scheduling
      & Settlements

            


    

    
      	
              p.  

            	
              Commercial
      Systems

            


    

    


     

    
      	
              14.  

            	
              Firm
      Transportation Service Agreement Contract No. 1716, dated May 29, 2001,
      between Kern River Gas Transmission Company and Reliant Energy Services,
      Inc., as amended by the First Amendment, dated July 13,
    2001

            


    

     

    


     

    

      

    

      
      3 Sellers will use commercially
reasonable efforts to obtain the licensor's agreement to transfer divisibly to
Purchaser the license to the software that is currently used at the
Facility

       

    


    
      
        
          Schedule 2.1.3 -


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
5.2(b)(iii)

     

    MATERIAL ASSIGNED FACILITY
AGREEMENTS

     

    


     

    
      	
              1.  

            	
              Lease
      Agreement, dated August 31, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Primm 120 Limited Partnership, as amended by that First Amendment to
      Lease, dated November 28, 2007

            


    

     

    
      	
              2.  

            	
              Amendment
      of Memorandum of Lease, dated November 28, 2007, between Primm 120 Limited
      Partnership and Reliant Energy Wholesale Generation, LLC, as
      successor-in-interest to Reliant Energy Bighorn,
  LLC

            


    

     

    
      	
              3.  

            	
              Agreement
      Regarding Water, dated August 31, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and The Primadonna Company, LLC

            


    

     

    
      	
              4.  

            	
              Stipulation
      and Agreement, dated August 31, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      The Primadonna Company, LLC, Primm South Real Estate Company and Primm 120
      Limited Partnership

            


    

     

    
      	
              5.  

            	
              Letter
      Update to Stipulation and Agreement, dated September 14, 2004, between
      Reliant Energy Wholesale Generation, LLC, as successor-in-interest to
      Reliant Energy Bighorn, LLC, The Primadonna Company, LLC, Primm South Real
      Estate Company and Primm 120 Limited
Partnership

            


    

     

    
      	
              6.  

            	
              Easement
      Agreement, dated August 31, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Primm South Real Estate Company, Primm 120 Limited Partnership, as
      amended by that First Amendment, dated November 28,
  2007

            


    

     

    
      	
              7.  

            	
              Easement
      Agreement B-2, dated November 28, 2007, by and among Primm 120 Limited
      Partnership, Reliant Energy Wholesale Generation, LLC and Nevada Power
      Company, as amended by the side letter, dated November 28,
      2007

            


    

     

    
      	
              8.  

            	
              Private
      Road Crossing Easement Agreement, dated December 12, 2002, between Reliant
      Energy Wholesale Generation, LLC, as successor-in-interest to Reliant
      Energy Bighorn, LLC, and Union Pacific Railroad
  Company

            


    

     

    
      	
              9.  

            	
              Pipeline
      Crossing Agreement, dated July 26, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Union Pacific Railroad Company

            


    

     

    
      	
              10.  

            	
              Wireline
      Crossing Agreement, dated July 26, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Union Pacific Railroad Company

            


    

     

    
      	
              11.  

            	
              Right-of-Way
      Grant N-74555, dated October 22, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and The Bureau of Land Management, as amended by that Partial
      Relinquishment and Amendment, dated September 15,
  2004

            


    

     

    
      	
              12.  

            	
              Cost
      Recovery Agreement, dated March 29, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and The Bureau of Land Management

            


    

     

    
      	
              13.  

            	
              Facilities
      Agreement, dated July 31, 2002, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and Kern River Gas Transmission
Company

            


    

     

    
      	
              14.  

            	
              Delivery
      Meter Station Facility Lease, dated July 31, 2002, between Reliant Energy
      Wholesale Generation, LLC, as successor-in-interest to Reliant Energy
      Bighorn, LLC, and Kern River Gas Transmission
  Company

            


    

     

    
      	
              15.  

            	
              Settlement
      and Mutual Release Agreement, dated as of February 1, 2007, between
      Reliant Energy Wholesale Generation, LLC and Alstom Power
    Inc.

            


    

     

    


     


    
      
        
          Schedule 5.2.(b)(iii)
- 

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
5.2(d)

     

    PERMITTED
ACTIONS

     

    


     

    
      	
              1.  

            	
              UEPA
      Application Permit to Construct the Reliant Energy Bighorn Electric
      Generating Station to El Dorado Substation Interconnect Project, dated
      January 22, 2007, before the Public Utilities Commission of
      Nevada

            


    

     

    
      	
              2.  

            	
              Application
      with Bureau of Land Management Seeking a Right-of-Way Grant in connection
      with the El Dorado Substation Interconnect Project, dated November 6,
      2006

            


    

     

    
      	
              3.  

            	
              Any
      other matter reasonably necessary to the UEPA filing for the Eldorado
      connection.

            


    

     

    


     


    
      
        
          Schedule 5.2(d) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    SELLERS’ DISCLOSURE
SCHEDULE

     

    Section
1.1(a):  Sellers’ Knowledge Persons

     

    


    
      	
              1.  

            	
              Dick
      Dusenbury

            


    

    
      	
              2.  

            	
              Matt
      Greek

            


    

    
      	
              3.  

            	
              Rogers
      Herndon

            


    

    
      	
              4.  

            	
              Mark
      Jacobs

            


    

    
      	
              5.  

            	
              Bill
      Oldham

            


    

    
      	
              6.  

            	
              Tamera
      Plocheck

            


    

    
      	
              7.  

            	
              David
      Sladic; provided, however, that the inclusion of David Sladic herein shall
      not constitute a waiver of the attorney client privilege or the work
      product doctrine.

            


    

    


     

    


     

    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 1.1(a) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.4:  Consents and Actions

     

    
      	
              1.  

            	
              Tax
      Agreement among Reliant Energy Wholesale Generation, LLC, as a
      successor-in-interest to Reliant Energy Bighorn, LLC, Southern California
      Edison Company and Nevada Power Company, dated effective January 31,
      2003

            


    

     

    
      	
              2.  

            	
              Settlement
      Agreement among Reliant Energy Services, Inc., Reliant Energy Wholesale
      Generation, LLC, as a successor in interest to Reliant Energy Bighorn,
      LLC, Reliant Energy Arrow Canyon, LLC and Nevada Power Company, dated
      December 18, 2002 (only as to assignment of rights and obligations under
      §4(d))

            


    

     

    
      	
              3.  

            	
              Contract
      Number 4600019951, dated January 1, 2006, between Reliant Energy Wholesale
      Generation, LLC – Bighorn Station and Siemens Power Generation
      Inc.

            


    

     

    
      	
              4.  

            	
              Software
      License Agreements

            


    

    
      	
              a.  

            	
              OSIsoft
      PI System & interfaces – Server and
software

            


    

    
      	
              b.  

            	
              ABB
      Optimax

            


    

    


     


    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.4 -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.5:  Approvals and Filings

    


    
      	
              1.  

            	
              Federal
      Communications Commission Wireless Telecommunications Bureau Radio Station
      Authorization dated February 18,
2003

            


    

    
      	
              2.  

            	
              Administrative
      permit amendment approval from Clark County Department of Air Quality and
      Environmental Management with respect to
  transfer:

            


    

    
      	
              a.  

            	
              Title
      V, Part 70 Operating Permit No.
1550;

            


    

    
      	
              b.  

            	
              Title
      IV Operating Permit No. 1550; and

            


    

    
      	
              c.  

            	
              Site
      Air Permit - Authority to Construct/Operating Permit No. ATC/OP1550,
      Modification 2, Amendment 1

            


    

    
      	
              3.  

            	
              Approval
      from Clark County Department of Air Quality and Environmental Management
      with respect to:

            


    

    
      	
               
      

            	
              a.

            	
              Pending
      Application for Modification to Title V, Part 70 Operating Permit
      submitted May 2007

            


    

    
      	
              4.  

            	
              Approval
      of administrative modification from Nevada Division of Environmental
      Protection with respect to transfer
of:

            


    

    
      	
               
      

            	
              a.

            	
              Stormwater
      General Permit No. NVR 050000 (Notice of Termination and Notice of
      Intent)

            


    

    
      	
              5.  

            	
              Notification
      to Nevada Division of Water Resources with respect to Evaporation Pond
      Permit – Dam Permit No. J-547

            


    

    
      	
              6.  

            	
              Notification
      to USEPA with respect to Risk Management Program filings for ammonia
      storage and handling.

            


    

    
      	
              7.  

            	
              Notification
      to Nevada Division of Environmental Protection with respect to Chemical
      Accident Prevention Program Plan
filings.

            


    

    
      	
              8.  

            	
              Consent
      to assign from The Bureau of Land Management with respect
    to:

            


    

    
      	
              a.  

            	
              Right-of-Way
      Grant N-74555, dated October 22, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and The Bureau of Land Management, as amended by that Partial
      Relinquishment and Amendment, dated September 15,
  2004

            


    

    
      	
              9.  

            	
              Notification
      by REWG to WECC and NERC (a) of transfer of ownership of Bighorn
      Generating Facility to Purchaser effective as of the Closing Date and (b)
      that effective as of the Closing Date, REWG is de-registered with WECC and
      NERC as a Generation Owner and Generation Operator for the Bighorn
      Generation Facility

            


    

    
      	
              10.  

            	
              Those
      items listed on Section 3.4 of Sellers’ Disclosure
  Schedule

            


    

    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.5 -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.7:  Sellers' Legal Proceedings

     

    None

    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.7 -


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Section
      3.10(d):  Real Property – Material
  Liens

            


    

    


    None

     

    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.10(d) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.10(f):  Real Property – Commitments to or Agreements with any
Governmental Authority Affecting the Use or Ownership of the Real
Property

    


    
      	
              1.  

            	
              Right-of-Way
      Grant N-74555, dated October 22, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and The Bureau of Land Management, as amended by that Partial
      Relinquishment and Amendment, dated September 15,
  2004

            


    

     

    
      	
              2.  

            	
              Cost
      Recovery Agreement, dated March 29, 2001, between Reliant Energy Wholesale
      Generation, LLC, as successor-in-interest to Reliant Energy Bighorn, LLC,
      and The Bureau of Land Management

            


    

     

    
      	
              3.  

            	
              Meteorological
      Data Agreement CBE 419, dated February 21, 2006, between Reliant Energy
      Wholesale Generation, LLC and Clark County,
  Nevada

            


    

     

    
      	
              4.  

            	
              Fire
      Suppression Water Quality Assurance Plan, dated June 5, 2003, between
      Clark County, Nevada Fire Department Fire Prevention Bureau and Reliant
      Energy Wholesale Generation, LLC

            


    

     

    
      	
              5.  

            	
              Rate
      Schedule FERC No. 6, dated May 31, 2006 and approved July 20, 2006,
      between Reliant Energy Wholesale Generation, LLC and Nevada Power
      Corporation

            


    

     

    
      	
              6.  

            	
              Settlement
      Agreement, dated May 31, 2006 and approved by FERC on July 20, 2006, by
      and among Reliant Wholesale Energy Generation, LLC and Nevada Power
      Company

            


    

     

    
      	
              7.  

            	
              Perpetual
      Avigation Easement Grant of Easement between Primm 120 Limited Partnership
      and Clark County Nevada

            


    

     

    
      	
              8.  

            	
              Risk
      Management Program for Bighorn Generating 100000182759 between Reliant
      Energy Wholesale Generation, LLC and United States Environmental
      Protection Agency

            


    

     

    
      	
              9.  

            	
              Chemical
      Accident Prevention Program Plan for Aqueous Ammonia Storage and Use for
      Bighorn Generating Station between Reliant Energy Wholesale Generation,
      LLC and Nevada Division of Environmental
  Protection

            


    

     

    
      	
              10.  

            	
              All
      Environmental Permits listed on Section 3.16(d) of Sellers’ Disclosure
      Schedule

            


    

     

    
      	
              11.  

            	
              The
      Facility Permits listed on Section 3.14(a) of Sellers' Disclosure
      Schedule

            


    

    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.10(f) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.10(g):  Real Property – Agreements for the Sale, Exchange,
Encumbrance, Lease or Transfer of any of the Real Property or any Portion of the
Same by Sellers

    


    None

     

    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.10(g) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.10(h):  Real Property – Notices of Non-Compliance with Applicable
Material Conditions, Covenants and Restrictions that Encumber the Real
Property

    


    None

     

    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.10(h) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.11:  Materials and Equipment; Tangible Personal
Property

    


    Materials and
Equipment:

    


    None

     

    


    Tangible Personal
Property

    


    None

    


    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.11 -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.12:  Warranty Matters

    


    
      	
              1.  

            	
              Program
      Parts, Shop Repairs and Scheduled Outage Services Contract, dated
      September 30, 2002, between Reliant Energy Wholesale Generation, LLC, as
      successor-in-interest to Reliant Energy Bighorn, LLC, and Siemens
      Westinghouse Power Corporation, as amended by Amendment No. 1, dated June
      17, 2005 and Amendment No. 2, dated October 1,
  2006

            


    

     

    
      	
              2.  

            	
              Settlement
      and Mutual Release Agreement, dated as of February 1, 2007, between
      Reliant Energy Wholesale Generation, LLC and Alstom Power
    Inc.

            


    

     

    
      	
              3.  

            	
              Contract
      Number 4600019872, dated December 7, 2005, between Reliant Energy
      Wholesale Generation, LLC – Bighorn Station and Pall Advanced Separation
      Systems

            


    

     

    


    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.12 -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.14(a):  List of Facility Permits

     

    
      	
              1.  

            	
              Federal
      Communications Commission Wireless Telecommunications Bureau Radio Station
      Authorization dated February 18,
2003

            


    

    
      	
              2.  

            	
              Clark
      County Fire Department permits:

            


    

    
      	
               
      

            	
              a.

            	
              Permit
      for Storage of Hazardous Materials No.
  C-03443-1-2007;

            


    

    
      	
               
      

            	
              b.

            	
              Welding
      and hot work Permit No.
C-05292-3-2004;

            


    

    
      	
               
      

            	
              c.

            	
              Compressed
      Gases and Medical Gas Permit No. C-10825-1-2007;
  and

            


    

    
      	
               
      

            	
              d.

            	
              Flammable
      Combustible Permit No.
C-10826-1-2007.

            


    

    
      	
              3.  

            	
              Nevada
      State Fire Marshall: Hazardous Material Storage Permit No.
      51455-53266

            


    

    
      	
              4.  

            	
              Fire
      Suppression Water Quality Assurance Plan, dated June 5, 2003, between
      Clark County, Nevada Fire Department Fire Prevention Bureau and Reliant
      Energy Wholesale Generation, LLC

            


    

    
      	
              5.  

            	
              Nevada
      Department of Business &
Industry:

            


    

    
      	
              a.  

            	
              Boiler/Pressure
      Vessel Operating Permit No. 02-0243

            


    

    
      	
              b.  

            	
              Boiler/Pressure
      Vessel Operating Permit No. 02-0244

            


    

    
      	
              c.  

            	
              Boiler/Pressure
      Vessel Operating Permit No. 02-0695

            


    

    
      	
              6.  

            	
              Clark
      County Business License No. 2000116-345, first licensed on July 20, 2004,
      issued to Reliant Energy Asset Management, LLC [Equipment Rental
      License]

            


    

    
      	
              7.  

            	
              Clark
      County Business License No. 2000004.935, first licensed on January 11,
      2006, issued to Reliant Energy Bighorn, LLC [Electric & Power
      License]

            


    

    
      	
              8.  

            	
              Clark
      County Department of Development Services Certificate of Occupancy, Permit
      No. 02-12442, issued September 20,
2003

            


    

    
      	
              9.  

            	
              [Fire protection water loop]4

            


    

    


    

      

    

      
      
        	
                 
      

              	
                4
      Page will be replaced when
      proper name of permit is
received.

              


      

       

    


    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.14(a) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.14(b)(i):  Permit Parties

    


    None

     

    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.14(b)(i) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.14(b)(ii):  Compliance with and Status of Facility
Permits

    


    
      	
               
      

            	
              Fees paid, awaiting
      renewal:

            


    

    
      	
              1.  

            	
              Nevada
      State Fire Marshall: Hazardous Material Storage Permit No.
      51455-53266

            


    

    
      	
              2.  

            	
              Nevada
      Division of Environmental Protection Stormwater General Permit No.
      NVR 050000

            


    

    


    Certificate
will not be issued until units have been observed
running:

    
      	
              1.  

            	
              Nevada
      Department of Business &
Industry

            


    

    
      	
              a.  

            	
              Boiler/Pressure
      Vessel Operating Permit No. 02-0243

            


    

    
      	
              b.  

            	
              Boiler/Pressure
      Vessel Operating Permit No. 02-0244

            


    

    
      	
              c.  

            	
              Boiler/Pressure
      Vessel Operating Permit No. 02-0695

            


    

    


    


    


     


    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.14(b)(ii) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Section
      3.15  List of Insurance
Policies

            


    

    


    
      	
              Type
      of Policy

            	
              Coverage

            	
              Limits

            	
              Deductible

            	
              Policy
      Begin

            	
              Policy
      End

            
	
              Auto
      Liability (NO CLAIMS)

            	
              Fronting
      policy - auto liability

            	
              $2,000,000

            	
              $2,000,000

            	
              1/1/2008

            	
              1/1/2009

            
	
              Workers'
      Compensation

              (3
      Total claims; 1 still open; total paid out $19,492.81 with $14,722 reserve
      outstanding on one open claim)

            	
              Workers'
      Compensation coverage including Employer's Liability, USL&H, OCS,
      FELA

              Large
      Deductible Program

            	
              Workers'
      Compensation – statutory

              Employer's
      Liability -- $1,000,000 each accident, bodily injury by disease; policy
      limit bodily injury by disease; each person

            	
              $500,000
      each accident

            	
              1/1/2008

            	
              1/1/2009

            
	
              Commercial
      Crime

              (NO
      CLAIMS)

            	
              Insuring
      Agreement 1 - Employee Theft

              Insuring
      Agreement 2 - Forgery or Alteration

              Insuring
      Agreement 2 - Forgery or Alteration

              Insuring
      Agreement 3 - Inside Premises - Money and Securities

              Insuring
      Agreement 4 - Inside Premises - Robbery and Safe Burglary

              insuring
      Agreement 5 - Outside the Premise

            	
              $15,000,000
      per occurrence

            	
              $1,000,000
      each wrongful act

            	
              3/15/2008

            	
              3/15/2009

            
	
              Excess
      Liability

              (NO
      CLAIMS)

            	
              Third
      party liability including bodily injury, property damage, or personal
      injury caused by an occurrence.  CLAIMS FIRST MADE
      POLICY.

              Includes
      Terrorism Coverage for first $35 Million only

            	
              $150,000,000
      Per occurrence, except

              $150,000,000
      aggregate limit of liability for product/completed operations, failure to
      supply hazard, and pollution hazard

            	
              $2,000,000
      any one occurrence

            	
              3/15/2008

            	
              3/15/2009

            
	
              Fiduciary
      & Employee Benefits Liability

              (NO
      CLAIMS)

            	
              Coverage
      for alleged wrongful acts, errors and/or omissions related to
      administration or handling of employee benefit plans.

            	
              $25,000,000
      each wrongful act

              $25,000,000
      aggregate limit of liability

            	
              $0
      for each natural person who is an insured: and $0 annual aggregate for
      individuals

              $1,000,000
      aggregate for Sponsor Organization and all Employee Benefit Programs with
      respect to each Wrongful Act

              $2,500,000
      aggregate for any Claim in whole or in part

            	
              3/15/2008

            	
              3/15/2009

            
	
              Boiler
      & Machinery – Jurisdictional (NO CLAIMS)

               

            	
              Boiler
      & Machinery - jurisdictional loss control inspections

            	
              $5,000

            	
              $5,000

            	
              3/1/2008

            	
              3/1/2009

            
	
              Property/Business
      Interruption

              (NO
      CLAIMS)

            	
              Operational
      Property, Boiler & Machinery and Business Interruption

            	
              For
      Physical Damage (PD) --  $450 Million total except California
      quake = $300 Million total

              For
      Business Interruption (BI) -- $200 Million total except California quake =
      $50 Million total

              Unscheduled
      Locations/Offsite Storage - $25 Million sublimit

            	
              Physical
      Damage -- $10 Million PD each occurrence

              5%
      effected property values as respects CA earthquake ($10 MM minimum ) and
      2% effective property values a

            	
              5/1/2007

            	
              5/1/2008

            


    

    


    NOTE:
There are no specific policies on individual plants.  Coverage is
placed at a corporate level and assets sold are eliminated from policies in
force at the time of the sale

    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.15 -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.16:  Environmental Matters

    


    None


    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.16 -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.16(d):  Material Environmental Permits

    


    
      	
              1.  

            	
              Clark
      County Department of Air Quality and Environmental
    Management:

            


    

    
      	
              a.  

            	
              Title
      V, Part 70 Operating Permit No.
1550;

            


    

    
      	
              b.  

            	
              Title
      IV Operating Permit No. 1550;

            


    

    
      	
              c.  

            	
              Site
      Air Permit - Authority to Construct/Operating Permit No. ATC/OP1550,
      Modification 2, Amendment 1; and

            


    

    
      	
              d.  

            	
              Pending
      Application for Modification to Title V, Part 70 Operating Permit
      submitted May 2007

            


    

    
      	
              2.  

            	
              Nevada
      Division of Environmental
Protection:

            


    

    
      	
              a.  

            	
              Authorization
      to Discharge Permit No. NEV2002500;

            


    

    
      	
              b.  

            	
              Stormwater
      General Permit No. NVR 050000; and

            


    

    
      	
              c.  

            	
              Hazardous
      Waste Storage ID

            


    

    
      	
              3.  

            	
              Nevada
      Division of Water Resources: Evaporation Pond Permit – Dam Permit No.
      J-547

            


    

    
      	
              4.  

            	
              Clark
      County Health District: Septic System Permit No.
    SM045-ZZZ-00

            


    

    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.16(d) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Section
      3.18(b):  Seller Plans

            


    

    


    
      	
              1.  

            	
              Reliant
      Energy, Inc. Savings Plan

            


    

    
      	
              2.  

            	
              Reliant
      Energy, Inc. Group Welfare Benefits
Plan

            


    

    
      	
              3.  

            	
              Reliant
      Energy, Inc. Employee Stock Purchase
Plan

            


    

    
      	
              4.  

            	
              Reliant
      Energy, Inc. 2002 Stock Plan

            


    

    
      	
              5.  

            	
              Reliant
      Energy, Inc. Annual Incentive Compensation
Plan

            


    

    
      	
              6.  

            	
              Reliant
      Energy, Inc. Deferral Plan

            


    

    
      	
              7.  

            	
              Reliant
      Energy, Inc. 2003 Involuntary Severance Benefits Plan for Employees with
      Annual Base Pay Less than $150,000

            


    

    
      	
              8.  

            	
              Reliant
      Energy, Inc. 2003 Involuntary Severance Benefits Plan for Employees with
      Annual Base Pay At Least $150,000 But Less Than
  $200,000

            


    

    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.18(b) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.20(a):  Intellectual Property

    


    None

    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.20(a) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.20(b):  Infringement of Intellectual Property

    


    None

     

    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 3.20(b) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
5.11(a):  Support Obligations

    


    
      	
              1.  

            	
              Guaranty
      Agreement, dated August 31, 2001, from Reliant Energy Power Generation for
      the benefit of Primm 120 Limited
Partnership

            


    

     

    
      	
              2.  

            	
              Amended
      and Restated Guaranty for $49,380,000, dated July 6, 2001, from Reliant
      Energy, Inc. for the benefit of Nevada Power
  Company

            


    

     

    
      	
              3.  

            	
              Prepayments/cash
      collateral and deposit posted by Reliant Energy Services, Inc. to Nevada
      Power Company in connection with the Service Agreement No. 90 for
      Long-Term Firm Point-to-Point Transmission Service, dated July 5,
      2001

            


    

     

    
      	
              4.  

            	
              Guaranty
      for $10,298,550, dated July 31, 2002, from Reliant Energy, Inc. for the
      benefit of Kern River Gas Transmission
Company

            


    

     

    
      	
              5.  

            	
              Letter
      of Credit for $3,297,181 by Reliant Energy Wholesale Generation, LLC for
      the benefit of Kern River Gas Transmission
  Company

            


    

     

    
      	
              6.  

            	
              Guaranty
      Agreement dated as of September 30, 2002 by Reliant Energy Power
      Generation, Inc. for the benefit of Siemens Westinghouse Power
      Corporation, to the extent such guaranty covers obligations of Reliant
      Energy Wholesale Generation, LLC under the Program Parts, Shop Repairs and
      Scheduled Outage Services Contract, dated September 30, 2002, between
      Reliant Energy Wholesale Generation, LLC, as successor-in-interest to
      Reliant Energy Bighorn, LLC, and Siemens Westinghouse Power Corporation,
      as amended

            


    

     

    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 5.11(a) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
9.1:  Tax Matters Exceptions

    


    Section (e):
Tax Audits or Examinations.

     

    For
federal income tax purposes Sellers are disregarded entities of Reliant Energy
Power Generation, Inc. (“REPG”). The federal consolidated income tax return of
which REPG is a member is the consolidated return of REI.  REI is
currently under audit by the IRS as the result of a Form 1139 filed to carryback
an NOL from its October 1, 2002 to December 31, 2002 short tax year to the
consolidated December 31, 1998 tax year of its former parent company,
CenterPoint Energy, Inc.  This audit resulted in proposed adjustments
to this NOL and those adjustments have been protested.  That protest
is currently under review by the IRS Appellate Conferee in Houston,
TX.

     

    REI is
currently under audit by the IRS for the tax periods ended December 31, 2003 and
December 31, 2004.  This audit has been concluded and a Revenue
Agent’s Report proposing certain adjustments was issued on April 30,
2007.  The proposed adjustments have been protested by
REI.  That protest is currently under review by the IRS Appellate
Conferee in Houston, TX.

    


    REI is
currently under audit by the IRS for the tax periods ended December 31, 2005 and
December 31, 2006.  These audits are currently ongoing at the IRS
Examination level and no adjustments have yet been proposed by the
IRS.

    


    CenterPoint
Energy, Inc. (“CNP”) is currently under audit by the IRS for its consolidated
tax year ending December 31, 2002, for part of which REPG was a member of that
consolidated group (for the period from January 1, 2002 to September 30,
2002).  That audit has been concluded and a Revenue Agent’s Report
proposing certain adjustments was issued on January 30, 2006.  The
proposed adjustments have been protested by CNP.  That protest is
currently under review by the IRS Appellate Conferee in Houston,
TX.

    


    



    
      
        
          Sellers’ Disclosure
Schedule

          Section 9.1 -


        

         


      

      
         


        
          

        

      

      
         


      

    


    PURCHASER’S DISCLOSURE
SCHEDULE

     

    Section
1.1(a):  Purchaser’s Knowledge Persons

     

    


     

    
      	
              1.  

            	
              William
      D. Rogers

            


    

    
      	
              2.  

            	
              Naveed
      Mughal

            


    

    
      	
              3.  

            	
              Jason
      Menzel

            


    

    
      	
              4.  

            	
              Roberto
      Denis

            


    

    
      	
              5.  

            	
              Colleen
      Rice; provided, however, that the inclusion of Colleen Rice herein shall
      not constitute a waiver of the attorney client privilege or the work
      product doctrine.

            


    

    


     


    
      
        
          Purchaser’s
Disclosure Schedule

          Section 1.1(a) -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
4.5:  Approvals and Filings

     

    
      	
              1.  

            	
              Registration
      by Purchaser with WECC and NERC as the Generation Owner and Generation
      Operator for the Bighorn Generation Facility effective as of the Closing
      Date.

            


    

     

    


     


    
      
        
          Purchaser’s
Disclosure Schedule

          Section 4.5 -


        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
4.6:  Purchaser’s Legal Proceedings

     

    None

     


    
      
        
          Purchaser’s
Disclosure Schedule

          Section 4.5 -