PRICE.
(A)
UPON THE TERMS AND
SUBJECT TO THE CONDITIONS CONTAINED HEREIN, AS CONSIDERATION FOR THE PURCHASE OF
THE PARTNERSHIP INTERESTS, BUYER SHALL PAY TO SELLERS AN AGGREGATE PURCHASE
PRICE CONSISTING OF CASH EQUAL TO THE SUM OF (I) ONE BILLION ELEVEN MILLION
DOLLARS ($1,011,000,000.00) AND (II) THE NET AMOUNT (WHICH AMOUNT MAY BE
POSITIVE OR NEGATIVE) (SUCH SUM, THE "AGGREGATE PURCHASE PRICE").
THE AGGREGATE
PURCHASE PRICE SHALL BE PAID ACCORDING TO THE CLOSING PROCEDURES SPECIFIED IN
SECTION 3.1.
THE AGGREGATE PURCHASE PRICE AND ALL OTHER PAYMENTS TO BE MADE
PURSUANT TO THIS AGREEMENT SHALL BE PAYABLE BY WIRE TRANSFER IN IMMEDIATELY
AVAILABLE FUNDS IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA TO SUCH ACCOUNT
AS SELLERS SHALL DESIGNATE IN WRITING TO BUYER PRIOR TO THE CLOSING DATES.
THE
PORTION OF THE AGGREGATE PURCHASE PRICE, PRIOR TO ADJUSTMENTS FOR ANY NET
AMOUNTS, THAT REPRESENTS THE AMOUNT OF CONSIDERATION TO BE PAID FOR EACH
PARTNERSHIP INTEREST IS AS SET FORTH ON SCHEDULE 1.1 UNDER THE COLUMN "PURCHASE
PRICE" (THE AMOUNT IN SUCH COLUMN AS APPROPRIATELY ADJUSTED FOR THE NET AMOUNT
WITH RESPECT TO EACH PARTNERSHIP INTEREST, THE "ALLOCATED FUND PURCHASE PRICE").
(B)
ONE BUSINESS DAY PRIOR TO EACH CLOSING DATE,
SELLERS SHALL DELIVER TO BUYER A CERTIFICATE SIGNED BY DPL INC.'S CHIEF
FINANCIAL OFFICER SPECIFYING (I) THE AMOUNT OF PAYMENTS (INCLUDING, WITHOUT
LIMITATION, MANAGEMENT FEES PAID TO EACH GENERAL PARTNER) ACTUALLY MADE BY
SELLERS WITH RESPECT TO THE PARTNERSHIP INTERESTS TO BE TRANSFERRED ON SUCH
CLOSING DATE (INCLUDING DATES OF PAYMENT) DURING THE PERIOD FROM JULY 1, 2004
THROUGH THE DAY IMMEDIATELY PRECEDING SUCH CERTIFICATE (THE "INTERIM PERIOD"),
PLUS INTEREST THEREON CALCULATED FROM THE DATE OF PAYMENT BY THE SELLERS TO SUCH
CLOSING DATE AT THE SECTION 2 INTEREST RATE, (II) THE AMOUNT OF DISTRIBUTIONS
ACTUALLY OR DEEMED TO HAVE BEEN RECEIVED BY SELLERS WITH RESPECT TO THE
PARTNERSHIP INTERESTS TO BE TRANSFERRED ON SUCH CLOSING DATE (INCLUDING DATES OF
RECEIPT) FOR THE INTERIM PERIOD, PLUS INTEREST THEREON CALCULATED FROM THE DATE
OF RECEIPT BY SELLERS OF ANY SUCH DISTRIBUTION OR DEEMED DISTRIBUTION TO SUCH
CLOSING DATE AT THE SECTION 2 INTEREST RATE, AND (III) THE NET AMOUNT, WHICH MAY
BE POSITIVE OR NEGATIVE, CALCULATED AS (I) MINUS (II) ABOVE (WITH RESPECT TO
SUCH PARTNERSHIP INTEREST, THE "NET AMOUNT").
DURING THE INTERIM PERIOD, TO THE
EXTENT THAT ANY CONTRIBUTIONS AND/OR DISTRIBUTIONS TO AND/OR FROM ANY
PARTNERSHIP IS IN EUROS, THEN SUCH AMOUNT WILL BE CONVERTED INTO LAWFUL MONEY OF
THE UNITED STATES OF AMERICA USING THE EURO TO U.S. DOLLAR EXCHANGE RATE AS
REPORTED ON BLOOMBERG AT THE CLOSE OF BUSINESS ONE BUSINESS DAY BEFORE THE DATE
OF SUCH DISTRIBUTION OR CONTRIBUTION.
IF, DURING THE INTERIM PERIOD, SELLERS
RECEIVE A DISTRIBUTION FROM A PARTNERSHIP OTHER THAN IN CASH (A "DISTRIBUTION IN
KIND"), SELLERS WILL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO SELL THE
NON-CASH ASSET RECEIVED IN THE DISTRIBUTION IN KIND IN AN ARMS' LENGTH
TRANSACTION (A "MARKET TRANSACTION").
FOR PURPOSES OF THE CALCULATION OF
INTEREST, THE NET AMOUNT AND ANY