ANY SUBSIDIARY AND NOT OTHERWISE SATISFIED BY PFC PRIOR TO CLOSING;
(5)
THE AMOUNT OF ANY TRANSACTION COSTS PAYABLE BY THE COMPANY OR ANY
SUBSIDIARY AND NOT OTHERWISE SATISFIED BY PFC PRIOR TO CLOSING;
(6)
THE ACTUAL AGGREGATE IMBALANCES, IF ANY, OWED BY THE COMPANY OR
ANY SUBSIDIARY TO THIRD PARTIES, AS OF THE VALUATION DATE, AS SET FORTH ON
COMPANY SCHEDULE 4.17(B), MULTIPLIED BY A PRICE OF $6.9843 PER MMBTU; AND
(7)
IF THE PUT ELECTION NOTICE IS DELIVERED TO PFC IN ACCORDANCE WITH
SECTION 7.23, THE AGGREGATE AMOUNT OF THE ALLOCATED VALUES FOR THE PUT
PROPERTIES.
(C)
AT LEAST 5 BUSINESS DAYS PRIOR TO THE CLOSING DATE, GP SHALL
DELIVER TO BUYER WIRE TRANSFER INSTRUCTIONS FOR THE PAYMENT TO GP ON BEHALF OF
THE COMPANY PARTNERS, AT CLOSING, OF THE CLOSING PAYMENT PURSUANT TO THIS
AGREEMENT. THE ADJUSTED PURCHASE PRICE (WHETHER PAYABLE AT CLOSING OR
THEREAFTER) WILL BE PAID BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS. GP
SHALL BE RESPONSIBLE FOR PAYING FROM SUCH ACCOUNT ALL AMOUNTS PAYABLE TO HOLDCO
AS THE OTHER COMPANY PARTNER PURSUANT TO THE MERGER AND THIS AGREEMENT.
(D)
THE AMOUNT OF BASE PURCHASE PRICE ADJUSTMENTS FOR CLOSING DATE
WORKING CAPITAL, INTERIM CAPITAL COSTS, ADJUSTED INTERIM EBITDA, EXTRAORDINARY
PAYMENTS AND TRANSACTION COSTS SHALL BE DETERMINED IN ACCORDANCE WITH THIS
AGREEMENT AND THE ACCOUNTING PRINCIPLES. BY WAY OF EXAMPLE ONLY, (1) ATTACHED
HERETO AS SCHEDULE 1.4(D)(1) IS A STATEMENT OF NET WORKING CAPITAL DETERMINED IN
ACCORDANCE WITH THE FOREGOING AS OF 5:00 P.M., DALLAS, TEXAS TIME ON THE
VALUATION DATE, AND (2) ATTACHED HERETO AS SCHEDULE 1.4(D)(2) IS THE CALCULATION
OF ADJUSTED INTERIM EBITDA DETERMINED IN ACCORDANCE WITH THE FOREGOING AS IF THE
RELEVANT PERIOD WERE THE SIX MONTHS ENDED JUNE 30, 2006.
1.5
DETERMINATION OF ADJUSTED PURCHASE PRICE; PRELIMINARY SETTLEMENT
STATEMENT.
(A)
PFC SHALL PREPARE AND DELIVER TO BUYER, NO LATER THAN 5 BUSINESS
DAYS PRIOR TO THE CLOSING DATE, A DETAILED STATEMENT (THE "PRELIMINARY
SETTLEMENT STATEMENT") THAT SHALL REFLECT PFC'S GOOD FAITH ESTIMATE OF EACH
ADJUSTMENT TO BE MADE IN ACCORDANCE WITH SECTION 1.4. THE PRELIMINARY SETTLEMENT
STATEMENT SHALL INCLUDE A DETAILED STATEMENT OF THE PRELIMINARY CALCULATION OF
CLOSING DATE WORKING CAPITAL, ADJUSTED INTERIM EBITDA, INTERIM CAPITAL COSTS,
TRANSACTION COSTS AND EXTRAORDINARY COSTS.
(B)
BUYER MAY DISPUTE IN GOOD FAITH ANY ADJUSTMENT PROPOSED IN THE
PRELIMINARY SETTLEMENT STATEMENT BY DELIVERING TO PFC NO LATER THAN 5:00 P.M.,
DALLAS, TEXAS TIME ON THE DATE THAT IS 3 BUSINESS DAYS PRIOR TO THE CLOSING DATE
A WRITTEN NOTICE OF ANY OBJECTION, SPECIFICALLY REFERRING TO THE CALCULATION
COMPONENT IN ISSUE (E.G., THE SPECIFIC COMPONENTS OF THE ADJUSTED INTERIM EBITDA
CALCULATION TO WHICH BUYER OBJECTS) AND STATING THE REASONS FOR THE OBJECTION IN
REASONABLE DETAIL, AS WELL AS ANY CALCULATION BUYER PROPOSES AS THE CORRECT
CALCULATION (A "PRELIMINARY OBJECTION"). BUYER AND THE PFC SHALL USE
COMMERCIALLY
4
REASONABLE EFFORTS TO RESOLVE ANY SUCH DISPUTE SET FORTH IN BUYER'S PRELIMINARY
OBJECTION PRIOR TO CLOSING.
(C)
PFC SHALL AFFORD BUYER AND ITS REPRESENTATIVES THE OPPORTUNITY TO
REVIEW THE