AND
TO THE GENERAL PUBLIC AND THE PRESS RELATING TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT SHALL BE MADE ONLY AT SUCH TIMES AND IN SUCH MANNER AS MAY BE
MUTUALLY AGREED UPON IN ADVANCE BY PFC AND BUYER; PROVIDED, HOWEVER, THAT ANY
PARTY HERETO OR ITS AFFILIATES SHALL BE ENTITLED TO MAKE A PUBLIC ANNOUNCEMENT
OF THE FOREGOING IF, IN THE OPINION OF ITS LEGAL COUNSEL, SUCH ANNOUNCEMENT IS
REQUIRED TO COMPLY WITH APPLICABLE LAW OR ANY LISTING AGREEMENT WITH ANY
NATIONAL OR FOREIGN SECURITIES EXCHANGE OR INTER-DEALER QUOTATION SYSTEM AND IF,
TO THE EXTENT PRACTICABLE UNDER THE CIRCUMSTANCES, SUCH PARTY FIRST GIVES PRIOR
WRITTEN NOTICE TO THE OTHER PARTIES HERETO OF ITS INTENTION TO MAKE SUCH PUBLIC
ANNOUNCEMENT AND PROVIDES THE OPPORTUNITY TO REVIEW THE CONTENT OF SUCH
DISCLOSURE.
7.10
BOOKS AND RECORDS. BUYER WILL BE ENTITLED TO THE ORIGINALS OF ALL
BOOKS AND RECORDS OF THE COMPANY AND ALL SUBSIDIARIES, OTHER THAN THOSE BOOKS
AND RECORDS IDENTIFIED AS TAX RECORDS, THE ORIGINALS OF WHICH WILL BE RETAINED
BY PFC. BUYER WILL BE ENTITLED TO COPIES OF ALL OF SUCH TAX RECORDS. PFC SHALL
BE ENTITLED TO KEEP A COPY OR COPIES (ELECTRONIC OR OTHERWISE) OF ALL SUCH
RECORDS, FOR ARCHIVAL PURPOSES. BUYER WILL PRESERVE THE BOOKS AND RECORDS OF THE
COMPANY AND ALL SUBSIDIARIES FOR A PERIOD OF SIX YEARS FOLLOWING THE CLOSING AND
WILL ALLOW PFC (OR ITS REPRESENTATIVES, CONSULTANTS AND ADVISORS) REASONABLE
ACCESS TO SUCH RECORDS AT ALL REASONABLE TIMES FOR A PURPOSE REASONABLY RELATED
TO (A) PFC'S INDIRECT OWNERSHIP OF THE INTERESTS OR (B) THE PERFORMANCE BY PFC
OF ITS OBLIGATIONS, AND THE ENFORCEMENT BY IT OF ITS RIGHTS, HEREUNDER. IF BUYER
DESIRES TO DISPOSE OF ANY SUCH RECORDS PRIOR TO THE EXPIRATION OF THE SIX-YEAR
PERIOD REFERENCED ABOVE, BUYER SHALL PROVIDE NOTICE OF SAME TO PFC, AND PFC
SHALL HAVE A PERIOD OF 10 DAYS TO DELIVER WRITTEN NOTICE TO BUYER THAT PFC
ELECTS TO HAVE SUCH RECORDS DELIVERED TO IT (AT PFC'S EXPENSE). IF PFC FAILS TO
DELIVER SUCH NOTICE WITHIN THE 10-DAY PERIOD REFERENCED ABOVE, BUYER SHALL THE
RIGHT TO DISPOSE OF THE SUBJECT RECORDS.
7.11
HSR ACT FILING. IF COMPLIANCE WITH THE HART-SCOTT-RODINO ANTITRUST
IMPROVEMENTS ACT OF 1976, AS AMENDED (THE "HSR ACT"), IS REQUIRED IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, AS PROMPTLY AS
PRACTICABLE AND IN ANY EVENT NOT MORE THAN 10 BUSINESS DAYS FOLLOWING THE DATE
ON WHICH THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT, PFC, ON BEHALF OF
PROGRESS ENERGY, INC., AND BUYER WILL FILE WITH THE FEDERAL TRADE COMMISSION AND
THE DEPARTMENT OF JUSTICE, AS APPLICABLE, THE REQUIRED NOTIFICATION AND REPORT
FORMS AND WILL AS PROMPTLY AS PRACTICABLE FURNISH ANY SUPPLEMENTAL INFORMATION
WHICH MAY BE REQUESTED IN CONNECTION THEREWITH. PFC AND BUYER WILL REQUEST
EXPEDITED TREATMENT (I.E., EARLY TERMINATION) OF SUCH FILING. BUYER AND PFC
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO MAKE ALL OTHER FILINGS AND
SUBMISSIONS ON A PROMPT AND TIMELY BASIS IN CONNECTION WITH THE FILINGS REQUIRED
BY THIS SECTION. EACH