Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. (a) Within 30 days after the Closing, Seller shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 days after The parties acknowledge that the Closing, Seller shall prepare and deliver to Purchaser a statement (each, stated Purchase Price has been determined based on an "Adjustment Statement") which reflects assumption that the portfolio of Containers being purchased hereunder consists of (i) the net book valuea certain number of 20-foot and 40-foot dry van containers and 40-foot high cube containers shown on Exhibit “A” hereto, as reflected on the books of Seller comprising (as of the Closing of all fuel inventory September 18, 2006) 20,910.7 Container Equivalent Units (FERC account no. 151“CEUs”) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, assigned an allocated unit price as the case may be (the "Inventory Adjustment Amount")set forth on Exhibit “A”, and (ii) 423 refrigerated containers assigned allocated unit price as set forth on Exhibit “A”. Such assumption is based upon a report prepared by Cronos prior to Closing as to container inventory as of September 18, 2006, and will be updated prior to Closing with the Maintenance report from Cronos on or about September 30, 2006 (referred to in Section 3.01 above). If the actual number of Containers of any type sold by Seller to Buyer differs from the number and Capital Expenditures Amount applicable to type of Containers listed on Exhibit “A” hereto (as updated at Closing by the Thermal Units September 30 report), then and in such event Seller or the Hydro UnitsBuyer, as the case may be. The Inventory Adjustment Amount and , shall either (i) in case the Maintenance and Capital Expenditures Amount for actual number is lower, Seller shall refund the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, per unit amount of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation any overpayment of the items reflected on such Adjustment Statement. Purchaser agrees Purchase Price to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement Buyer within five (5) Business Days business days after Buyer and/or Seller becomes aware of the final determination of any amounts on such Adjustment Statementshortfall, Purchaser or (ii) in case the actual number is higher, Buyer shall pay the additional purchase price per Container as applicable pursuant to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then Exhibit “A” also within five (5) Business Days business days after Buyer and/or Seller becomes aware of the final determination overage. Upon the return of such amount any overpayment or payment of any shortfall, as called for herein, Seller will pay to Purchaser or Buyer, as the amount by which such amount is less than zero. Any amount paid under this Section 1.04 case may be, shall be paid with interest for the period commencing on the date entitled to all casualty payments and sale proceeds attributable to any casualty loss or sale of Closing through the date a Container reported as part of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) a shortfall or overage hereunder. A party shall be deemed aware of a shortfall or overage in the "Money Rates" section on the date number of Closing, and in immediately available United States funds.Containers actually purchased hereunder when Cronos provides notice(s) thereof

Purchase Price Adjustment. (a) Within 30 days after the Closing, Seller shall prepare obtain from MPC and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be PSE Colstrip Interests (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may bePSE Colstrip Interests. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is are referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller MPC within five days prior to the Closing consistent with SellerMPC's current inventory procedures (the "Inventory Survey"). Seller will request that MPC permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller MPC, has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller and MPC in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller and MPC such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller and MPC in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, zero then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of the Closing through the date of payment, calculated at the prime rate for domestic banks as published in The the Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of the Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 ninety (90) days after the ClosingClosing Date, Seller shall prepare and deliver to Purchaser a statement (eachthe “Statement”), setting forth the Net Cash as of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an "Adjustment Statement") which reflects (i) audit of the net book value, as reflected on balance sheet of the books of Seller Company as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or Date in connection accordance with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amountauditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. (b) Within thirty (30) days after receipt of the Statement, Purchaser shall notify deliver to Seller in writing a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the disputed amountStatement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the basis of parties cannot resolve any such dispute, objection within ten (10) Business Days after the receipt by Seller of Purchaser's receipt such Statement of the applicable Adjustment Statement. In the event of a dispute with respect to Objections, any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts remaining disputes shall be final, binding and conclusive on resolved by Ernst & Young LLP (the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent “Accounting Firm, which ”). The Accounting Firm shall be instructed to determine resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and report by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, within 30 days after and the Statement, as modified by such submissionresolution, shall become final and binding upon the date of such remaining disputed amountsresolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, and such report nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall be final, binding and conclusive on the parties hereto have no right to make any determination with respect to the amounts disputedundisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and disbursements expenses of the Independent Accounting Firm shall be shared equally apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser and Sellerin accordance with such determination. (c) Within ten Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (1050%) Business Days after Purchaser's receipt of an Adjustment Statementthe amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any Seller fifty percent (50%) of the amount of such Adjustment Statement excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after the final determination of any amounts on such Adjustment Statementthe Statement to an account designated in writing by Purchaser or Seller, Purchaser shall pay to Seller an amount equal to as the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundscase may be.

Purchase Price Adjustment. (a) Within 30 thirty (30) days after the ClosingClosing Date, Seller shall prepare and deliver to Purchaser Buyer a statement (each, an "Adjustment the “Net Assets Statement"”) which reflects setting forth (i) the sum of the Accounts Receivable (net of reserves), Business-related prepaids, Inventory (net of reserves) and Equipment and the cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (“Closing Net Assets”). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with the agreed procedures and accounting practices set forth on Schedule 3.2(a) (the “Agreed Procedures”) and the net book value, as reflected value of the Inventory and Iteris GmbH inventory shall be computed based upon the quantities of Inventory and Iteris GmbH inventory on the books of Seller hand as of the Closing of all fuel Date as determined through a physical inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to on or before the fifth day following the Closing consistent with Date, the results of which shall be adjusted from Buyer’s and Seller's current ’s books and records to reflect the Inventory and Iteris GmbH inventory procedures (as of the "Inventory Survey")Closing Date. Seller will permit an employee, Buyer or representative, of Purchaser its representatives shall have the right to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, physical inventory and shall provide have full access to Seller such booksall books and records with respect to the Inventory. For illustration purposes, records and information a Net Assets Statement as may be reasonably requested from time to timeof June 30, 2011 is included in Schedule 3.2(a). (b) Purchaser If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, therefor (a “Net Assets Objection”). Failure by Buyer to deliver a Net Assets Objection within ten (10) Business Days of Purchaser's receipt the thirty-day period will be deemed to be Buyer’s acceptance of the applicable Adjustment Net Assets Statement as the Final Net Assets Statement. The Parties shall attempt in good faith to reach agreement resolving all disputes set forth in the Net Assets Objection within sixty (60) days after its delivery. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on that the parties. If Purchaser and Seller Parties are unable to reach a resolution of such differences resolve an Objection within 30 days of receipt of Purchaser's written notice of dispute to Sellerthe sixty-day period, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to shall follow the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Sellerarbitration procedures set forth in Section 3.3. (c) Within ten As used herein, the term “Final Net Assets Statement” means (10i) Business Days after Purchaser's receipt the Net Assets Statement if Buyer does not deliver a Net Assets Objection in accordance with Section 3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of an Adjustment the disputed items are resolved by mutual agreement of the Parties, the Net Assets Statement, Purchaser shall pay as amended, if necessary, to reflect such resolution of all undisputed amountsdisputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, or the Net Assets Statement, as amended, if there is a dispute with respect necessary, to reflect any amount of such Adjustment Statement within five (5) Business Days after the final determination resolution of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to disputes by agreement of the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less Parties and the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after resolution of all other disputes by the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsArbitrator.

Purchase Price Adjustment. (a) Within 30 As promptly as practicable, but no later than ten (10) days after the ClosingClosing Date, Purchaser shall cause to be prepared and delivered to Seller shall prepare and deliver to Purchaser a closing statement (each, an "Adjustment the “Closing Statement"”) which reflects (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the setting forth Purchaser’s calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with New Inventory Amount (the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time“Closing New Inventory Amount”). (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance shall permit Seller to review all accounting records and Capital Expenditures Amount; provided, however, that all work papers and computations used by Purchaser shall notify Seller in writing the preparation of the disputed amountClosing Statement. If Seller disagrees with Purchaser’s calculation of any item on the Closing Statement delivered pursuant to Section 3.4(a), and the basis of such disputeSeller may, within ten (10) Business Days of Purchaser's receipt days after delivery of the applicable Adjustment Closing Statement, deliver a notice to Purchaser stating that Seller disagrees with such calculation and specifying in reasonable detail those items or amounts as to which Seller disagrees and the basis therefore. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt be deemed to reconcile their differences have agreed with all other items and any resolution by them as to any disputed amounts shall be final, binding contained in the Closing Statement and conclusive on the parties. If Purchaser and Seller are unable to reach calculation of Closing New Inventory Amount for which a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute disagreement has not been delivered by Seller to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Sellerten (10) day period. (c) Within If a notice of disagreement shall be duly delivered pursuant to Section 3.4(b), Seller and Purchaser shall, during the ten (10) Business Days after Purchaser's receipt of an Adjustment Statementdays following such delivery (the “Reconciliation Period”), use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Closing New Inventory Amount. If during such period, Seller and Purchaser shall pay all undisputed amounts, or if there is a dispute are unable to reach such agreement with respect to any amount the Closing New Inventory Amount, they shall promptly thereafter cause a independent audit firm of such Adjustment Statement international reputation mutually agreed upon by the Parties (or if the Parties are unable to agree upon an independent audit firm within five (5) Business Days after days of the final determination end of the Reconciliation Period, the independent audit firm of international reputation selected by the American Arbitration Association at the request of either Party (it being understood that such request by a Party shall preclude a later request by the other Party)) (an “Independent Auditor”) to review this Agreement and the disputed items or amounts for the purpose of calculating the Closing New Inventory Amount (it being understood that in making such calculation, the Independent Auditor shall be functioning as an expert). Each of Seller and Purchaser agree that it shall not engage, or agree to engage the Independent Auditor to perform any services other than as the Independent Auditor pursuant hereto until the Closing New Inventory Amount has been finally determined pursuant to this Section 3.4. Each Party agrees to execute, if requested by the Independent Auditor, a reasonable engagement letter. In making such calculation, the Independent Auditor shall consider only those items or amounts on such Adjustment Statementin the Closing Statement and Purchaser’s calculation of Closing New Inventory Amount as to which Seller has disagreed in its notice of disagreement duly delivered pursuant to Section 3.4(b). In making its determination, Purchaser the Independent Auditor shall pay not, as to any item, assign an amount that is higher than the highest amount or lower than the lowest amount requested by Seller or Purchaser, as applicable. The Independent Auditor shall deliver to Seller an amount equal to the disputed Adjustment Amount and Purchaser, as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less promptly as practicable (but in any case no later than zero, then within five twenty (520) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on days from the date of Closing through engagement of the date Independent Auditor), a report setting forth such calculation. Such report shall be final and binding upon Seller and Purchaser. The Independent Auditor shall determine the allocation of paymentthe cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Auditor, calculated at as applicable. For example, should the prime rate for domestic banks as published items in dispute total in amount to $1,000 and the Independent Auditor awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by Seller. (d) The Wall Street Journal (Northeast Edition) Parties shall, and shall cause their respective Representatives to, cooperate and assist in the "Money Rates" section on preparation of the date Closing Statement and the calculation of Closing, the Closing New Inventory Amount and in immediately available United States fundsthe conduct of the review referred to in this Section 3.4, including making available, to the extent necessary, books, records, work papers and personnel.

Purchase Price Adjustment. (ai) Within 30 Not later than 120 days after the ClosingClosing Date, Seller Purchaser shall prepare and deliver to Purchaser the Representative a statement (eachthe “Closing Statement”) setting forth the Working Capital as of the Closing, an "Adjustment Statement") which reflects (i) the net book valueCompany Debt as of the Closing, the Severance Obligations as reflected on of the books Closing, and the Purchase Price as adjusted by the foregoing in accordance with Section 1.2, together with a consolidated balance sheet of Seller the Company as of the Closing and all relevant backup materials, in detail reasonably acceptable to Representative. The Pre-Closing Statement and such consolidated balance sheet shall be prepared in accordance with IFRS and Spanish GAAP. From the delivery of all fuel inventory (FERC account no. 151) the Closing Statement until such time as the Closing Statement and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Unitsfinal Purchase Price, as adjusted, shall have been finally determined pursuant to this Section 1.3, the case may Representative and his accountants (at the expense of the Stockholders) shall, upon reasonable notice and during normal business hours, be (permitted to discuss with Purchaser and its accountants the "Inventory Adjustment Amount")Closing Statement and shall be provided complete and accurate copies of, and have reasonable access (including electronic access, to the extent reasonably available) upon reasonable notice at reasonable times during normal business hours to the work papers and supporting records of Purchaser and its accountants so as to allow the Representative and his accountants to verify the accuracy of the Closing Statement. (ii) If the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for Representative disputes the Closing is referred to collectively as Statement, the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures Representative shall notify Purchaser in writing (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation “Dispute Notice”) of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, nature and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, delivery of the Closing Statement and such report disagreement shall be final, binding and conclusive on the parties hereto resolved in accordance with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and SellerSection 1.4. (ciii) Within ten Immediately upon the earlier to occur of (10A) Business Days after Purchaser's receipt the expiration of an Adjustment Statementthe 30 day period for giving the Dispute Notice, Purchaser shall pay all undisputed amountsif no such notice is given, or (B) notification by the Representative to Purchaser that no such notice will be given, or (C) the resolution of disputes, if there is a dispute with respect any, pursuant to Section 1.4, any amount of such Adjustment Statement within five adjustments to the Purchase Price shall be paid as follows: (51) Business Days after if the final determination of any amounts Purchase Price as adjusted to reflect the Working Capital, the Company Debt and the Severance Obligations set forth on the Closing Statement exceeds the Estimated Purchase Price, then Purchaser will pay such Adjustment Statement, Purchaser shall pay to Seller an amount equal excess to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less Stockholders in the Estimated Adjustment Amount; provided, however, that proportions provided in Exhibit G or (2) if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay Purchase Price as adjusted to Purchaser reflect the amount by which such amount Working Capital, the Company Debt and the Severance Obligations set forth on the Closing Statement is less than zerothe Estimated Purchase Price, then such amount will be released to Purchaser from the Bank Account. Any amount paid under this Section 1.04 shall be paid with interest for Following payment of the period commencing on amounts contemplated by the date of Closing through immediately preceding sentence, if any, the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) funds remaining in the "Money Rates" section on Bank Account will be released to the date of Closing, Representative for delivery to the Stockholders in the proportions provided in Exhibit G and in immediately available United States fundsthe Bank Account will be terminated.

Purchase Price Adjustment. (a) Within 30 sixty (60) days after the ClosingClosing Date, Seller the Buyer shall prepare and deliver to Purchaser the Seller a preliminary statement (eachthe “Preliminary Statement”) of the Net Working Capital, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller determined as of the effective time of the Closing and in accordance with GAAP (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all fuel inventory (FERC account nopurposes hereunder. 151) and stores inventory (FERC account no. 154) used at Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in connection with the Thermal Units or event the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable Seller does not deliver an Objection Notice to the Thermal Units Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or the Hydro Units, undisputed portions thereof (as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement ) shall be prepared using the same generally accepted accounting principlesfinal, policies binding, conclusive and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timenon-appealable for all purposes hereunder. (bc) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; providedIf, however, that Purchaser shall notify Seller in writing at the conclusion of the disputed amountResolution Period, the Buyer and the basis of such disputeSeller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) Business Days of Purchaser's receipt days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the applicable Adjustment StatementSeller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. In The Neutral Auditor shall act as an arbitrator to resolve (based solely on the event written submissions of a the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute with respect to any part at the end of an Adjustment Amount, Purchaser the Resolution Period. The Buyer and the Seller shall attempt direct the Neutral Auditor to reconcile their differences render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and any the Seller. The resolution by them as of the Neutral Auditor shall be set forth in a written statement delivered to any disputed amounts each of the Buyer and the Seller and shall be final, binding binding, conclusive and conclusive on non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the parties. If Purchaser “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller are unable and the Buyer, and each of them shall promptly advance to reach a resolution the Neutral Auditor, upon its request, such Party’s share of such differences within 30 days of receipt of Purchaser's written notice of fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute to Seller, Purchaser and Seller shall submit hereunder before the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which Neutral Auditor shall be instructed to determine borne by the Party incurring such cost and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Sellerexpense. (ce) Within ten (10) Business Days after Purchaser's receipt of an Adjustment StatementIf the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any then the outstanding principal amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser Note shall pay to Seller be increased by an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination excess of such amount Seller will pay to Purchaser Closing Date Net Working Capital over $22,400,000. If the amount by which such amount Closing Date Net Working Capital as stated on the Final Statement is less than zero$21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount paid under of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 1.04 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be paid with interest for no adjustment to the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsPurchase Price.

Purchase Price Adjustment. (a) Within 30 days In the event that circumstances exist that require the parties to negotiate in good faith cooperative arrangements under Section 2.12 or potential amendments to this Agreement pursuant to Sections 8.5 and 9.5 (dealing with possible subsequent transfers of Transferred Assets after the ClosingClosing in the event of certain injunctions) or potential amendments to the Management Agreement referred to in Section 2.15, Seller shall prepare or to negotiate in good faith equitable adjustments in the Purchase Price pursuant to the provisions of the foregoing Sections, or the provisions of Section 8.6 (respecting the condition of title to interests in real property) (Sections 2.12, 2.15, 8.5, 8.6 and deliver 9.5 being collectively referred to Purchaser a statement (each, an as the "Adjustment StatementSections") which reflects ), then and in any of such events, such negotiations, and the resolution of disagreements arising therefrom, shall be conducted in accordance with the provisions of this Section 2.14. The parties shall negotiate such cooperative arrangements, potential amendments and equitable adjustments in the Purchase Price in good faith prior to any scheduled Closing Date (i) the net book value, as reflected on the books of Seller as may be extended by mutual agreement of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or parties), and, in connection with an adjustment to the Thermal Units Purchase Price, shall also negotiate appropriate amendments to the Allocation Schedule arising therefrom, provided that any adjustment in the Purchase Price shall be consistent with the original Allocation Schedule. If the parties are unable to agree by the day prior to such scheduled Closing Date, then such scheduled Closing Date (and the Termination Date, if necessary) shall be extended for up to 15 business days to provide for the opportunity to resolve such disagreement pursuant to the provisions of this Section 2.14. On the day the Closing would have occurred but for the absence of agreement between the parties, each party shall designate an individual (who may not be a present or former officer, director, partner or employee of the Hydro Unitsparty or of any present or former investment banker, as accounting firm, law firm or attorney regularly used by the case may be (the "Inventory Adjustment Amount")party) to mediate such disagreement, and advise the other party in writing of the identity of such individual, which advice shall be accompanied by a list of up to ten suggested neutral individuals to serve as a third mediator. The mediators originally designated by each party shall promptly confer about the selection of a third mediator from such lists, and within five business days following the originally scheduled Closing Date (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro UnitsTermination Date, as the case may be. ), the originally designated mediators shall agree upon and (subject to availability) select the third mediator from the lists submitted by the parties or otherwise, provided that if the originally designated mediators cannot agree upon a third mediator by such date, the third mediator shall be designated by the Alternative Dispute Resolution Service of NHLA/AAHA, Inc. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is three mediators so selected are herein referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five Panel". Within two business days prior following the designation of the third mediator, each party shall submit to the Panel, in writing, its proposed cooperative arrangements, amendments to this Agreement, amendments to the Management Agreements and/or equitable adjustments in the Purchase Price in the absence of any such cooperative arrangements or amendments, except that the parties need only submit their proposed adjustments to the Purchase Price (and proposed amendments to the Allocation Schedule) in the case of disagreements about adjustments for certain acquisitions and modifications under Section 2.12(b), or imperfections of title under Section 8.6). Such proposals shall be materially in accordance with the last proposals made by such party to the other party during the course of the aforementioned good faith negotiations between the parties. The parties shall additionally submit such memoranda, arguments, briefs and evidence in support of their respective positions, and in accordance with such procedures, as a majority of the Panel may determine. Within seven business days following the designation of the third mediator, the Panel shall, by majority vote, select the proposed cooperative arrangements, amendments or adjustments of the Purchase Price, as the case may be, proposed by one of the parties, it being agreed that the Panel may modify such proposal in any way which is not otherwise inconsistent with the terms of this Agreement. Thereafter, the parties shall, subject to the terms and conditions of this Agreement, consummate the Transactions on the basis of such selected cooperative arrangements, amendments or adjustments at a mutually agreeable time and place or places, in accordance with the provisions of Section 2.13, which shall be no later than the 15th business day following the originally scheduled Closing Date or such later date as the parties may agree upon. Subject to the foregoing, the Panel may determine the issues in dispute following such procedures, consistent with Seller's current inventory the language of this Agreement, as it deems appropriate to the circumstances and with reference to the amounts in issue. No particular procedures (are intended to be imposed upon the "Inventory Survey"). Seller will permit an employeePanel, or representative, it being the desire of Purchaser to observe the Inventory Survey. Each Adjustment Statement parties that any such disagreement shall be prepared using resolved as expeditiously and inexpensively as reasonably practicable. No member of the same generally accepted accounting principles, policies and methods as Seller has historically used Panel shall have any liability to the parties in connection with service on the calculation Panel, and the parties shall provide such indemnities to the members of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and Panel as they shall provide to Seller such books, records and information as may be reasonably requested from time to timerequest. (b) Purchaser may dispute Notwithstanding the foregoing, or any other provisions of this Agreement, unless the parties otherwise agree, no adjustment to the Purchase Price (except in connection with an Inventory Adjustment Amount adjustment made pursuant to Section 2.15) shall be made which exceeds, individually or a Maintenance and Capital Expenditures Amount; providedin the aggregate of all such adjustments, however, that Purchaser shall notify Seller in writing 50% of the disputed amountoriginal Purchase Price, it being agreed that if the conditions to consummation of the Transactions are otherwise met but for Purchase Price adjustments contemplated by the Adjustment Sections in excess of such percentage, then the conditions to consummation of the Transactions shall be deemed not to have been met. In such event, Buyer shall be entitled to a refund of the Execution Fee and accrued interest thereon and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts parties shall be final, binding deemed to have been released from their obligations under Sections 10.3 and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller10. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 10 days after the ClosingClosing Date, Seller shall prepare and deliver to Purchaser Buyer a statement (each, an "Adjustment Statement") which reflects (i) closing balance sheet of the net book value, Division as reflected of the close of business on the books of Seller Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall fairly present the items listed thereon as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection Date on a basis consistent with the Thermal Units or accounting principles, practices, procedures and policies that were used in preparing the Hydro UnitsAugust 31, 1997 Balance Sheet, except that the Closing Balance Sheet shall reflect (i) a proper accrual under FAS 106, (ii) a corporate accrual for salaried vacation and holidays relating to Employees (as the case may be (the "Inventory Adjustment Amount"hereinafter defined), and (iiiii) the Maintenance results of a physical inventory to be taken by Seller at October 31, 1997 consistent with its past practices, with Buyer and Capital Expenditures Amount applicable its representatives entitled to observe such physical inventory and review all ledgers and supporting information for the Thermal Units or the Hydro Unitsfinancial statements, as the case may be. The Inventory Adjustment Amount and have full access to and the Maintenance and Capital Expenditures Amount for cooperation of Seller's accounting personnel. Buyer shall have a period of 10 days after delivery of the Closing is referred Balance Sheet to collectively as review it and make any objections it may have in writing to Seller. If no written objections are made by Buyer within such ten-day period, then the "Adjustment Amount." The Inventory Adjustment Amount will Closing Balance Sheet shall be based final and binding on an inventory survey conducted by the parties hereto. If Buyer delivers written objections to Seller within such ten-day period, then the parties shall have an additional five business days prior within which to resolve any disputed matters. If they are unable to do so, the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement specific matters in dispute shall be prepared using the same generally accepted submitted to a Big Six independent accounting principles, policies firm (other than Ernst & Young L.L.P. and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information Price Waterhouse L.L.P.) as may be reasonably requested from time approved by Seller and Buyer, which firm shall render its opinion as to timesuch matters as expeditiously as possible and in any event within 10 days of submission. Based on such opinion, such independent accounting firm will then send to Seller and Buyer its determination on the specified matters in dispute, which determination shall be final and binding on the parties hereto. The fees and expenses of such independent accounting firm shall be borne one-half by Seller and one-half by Buyer. (b) Purchaser may dispute In the event "Total Proprietary Interest," as shown on the Closing Balance Sheet, is less than $23,414,502, the Purchase Price shall be reduced dollar-for-dollar by the amount by which $23,414,502 exceeds "Total Proprietary Interest," and Seller shall promptly pay the amount of such difference to Buyer, together with interest thereon from the Closing Date to the date of such payment at a rate per annum equal to 8%. In the event "Total Proprietary Interest" exceeds $23,414,502, the Purchase Price shall be increased dollar-for-dollar by the amount by which $23,414,502 is less than "Total Proprietary Interest," and Buyer shall promptly pay the amount of such difference to Seller, together with interest thereon from the Closing Date to the date of such payment at a rate per annum equal to 8%. (c) Seller agrees to reduce the Purchase Price in an Inventory Adjustment Amount or amount equal to (i) the average of the accumulated benefit obligation and the projected benefit obligation, in each case determined for a Maintenance continuing plan and Capital Expenditures Amountas defined for financial statement disclosure purposes under Statement of Financial Accounting Standards No. 87 as of the Closing Date using actuarial assumptions to be mutually agreed upon by Seller and Buyer, less (ii) the assets to be transferred as contemplated in Section 7.2, and less (iii) $150,000; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts there shall be final, binding and conclusive on no such reduction in the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or Purchase Price if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount computed in the preceding clauses (i), (ii) and (iii) is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 days after No less than five (5) Business Days prior to the ClosingClosing Date, the Seller Representative shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) a projected unaudited consolidated balance sheet of the net book value, Company and the Subsidiaries as reflected of 12:01 AM (Pacific time) on the books Closing Date, prepared in accordance with (I) GAAP and (II) accounting policies applied by the Company for purposes of Seller as preparing its consolidated financial statements for the year ended December 31, 2014 (with any conflicts between GAAP and the policies set forth in the preceding clause (II) to be resolved in favor of GAAP), without reflecting any actual or anticipated adjustments or effects arising from the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be transactions contemplated hereby (the "Inventory Adjustment Amount"“Estimated Closing Balance Sheet”), and (ii) a closing statement setting forth in reasonable detail a calculation, on the Maintenance basis of the Estimated Closing Balance Sheet, of Assumed Liabilities (the “Estimated Assumed Liabilities”) and Capital Expenditures Amount applicable Closing Indebtedness (the items specified in the preceding clauses (i) and (ii) collectively, the “Estimated Closing Balance Sheet Documents”). The Estimated Closing Balance Sheet Documents shall be subject to Purchaser’s review. In reviewing such items, Purchaser shall have the right to review the work papers, schedules, memoranda and other documents Sellers and/or the Company prepared or reviewed in preparing the Estimated Closing Balance Sheet Documents and thereafter will have access, during normal business hours, to all relevant Books and Records, all to the Thermal Units extent Purchaser reasonably requires them to complete its review of the Estimated Closing Balance Sheet Documents. In the event that Purchaser does not agree with the Estimated Closing Balance Sheet Documents or any portion thereof, Sellers shall consider any comments or changes proposed by Purchaser in good faith and Sellers and Purchaser shall negotiate in good faith to resolve the Hydro Unitsdisputed items; provided that, as for the case may be. The Inventory Adjustment Amount avoidance of doubt, none of the failure to include in the Estimated Closing Balance Sheet Documents any comments or changes proposed by Purchaser, Purchaser’s acceptance of the Estimated Closing Balance Sheet Documents, and the Maintenance and Capital Expenditures Amount for the consummation of Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on shall constitute an inventory survey conducted acknowledgement by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on accuracy of the Estimated Closing Balance Sheet Documents or limit or otherwise affect Purchaser’s rights and remedies under this Agreement, including Purchaser’s right to include such Adjustment Statement. Purchaser agrees to cooperate with Seller comments or changes in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timeFinal Closing Balance Sheet Documents. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; providedNot later than 90 days after the Closing Date, however, that Purchaser shall notify deliver to the Seller in writing Representative (i) an unaudited consolidated balance sheet of the disputed amountCompany and the Subsidiaries as of 12:01 AM (Pacific time) on the Closing Date, prepared in accordance with (I) GAAP and (II) accounting policies applied by the Company for purposes of preparing its consolidated financial statements for the year ended December 31, 2014 (with any conflicts between GAAP and the policies set forth in the preceding clause (II) to be resolved in favor of GAAP), without reflecting any actual or anticipated adjustments or effects arising from the transactions contemplated hereby (the “Final Closing Balance Sheet”), and (ii) a closing statement setting forth in reasonable detail a calculation, on the basis of such disputethe Final Closing Balance Sheet, within ten of Assumed Liabilities (10the “Final Assumed Liabilities”) Business Days of Purchaser's receipt of (the applicable Adjustment Statement. In items specified in the event of a dispute with respect to any part of an Adjustment Amountpreceding clauses (i) and (ii) collectively, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller“Final Closing Balance Sheet Documents”). (c) The Final Closing Balance Sheet Documents shall be subject to the Seller Representative’s review. In reviewing such items, the Seller Representative shall have the right to review the work papers, schedules, memoranda and other documents Purchaser prepared or reviewed in preparing the Final Closing Balance Sheet Documents and thereafter will have access, during normal business hours and upon reasonable advance notice, to all relevant Books and Records, all to the extent the Seller Representative reasonably requires them to complete its review of the Final Closing Balance Sheet Documents. Within ten (10) Business Days 30 days after Purchaser's its receipt of the Final Closing Balance Sheet Documents, the Seller Representative shall notify Purchaser whether, based on such review, it has any objections to the calculation of the Final Assumed Liabilities (an Adjustment Statement“Objection Notice”). Unless the Seller Representative delivers to Purchaser within such 30-day period an Objection Notice, the Final Assumed Liabilities shall be final and binding. (d) If the Seller Representative delivers an Objection Notice, then (i) for 20 days after Purchaser receives such Objection Notice, Purchaser and the Seller Representative shall pay all undisputed amountsuse their commercially reasonable efforts to agree on the calculation of the disputed amounts and (ii) lacking such agreement, the matter shall be referred to an independent nationally-recognized accounting firm as may be mutually agreed upon by Purchaser and the Seller Representative (the “Arbitrating Accountants”). The Arbitrating Accountants shall be directed to render a written report to the Seller Representative and Purchaser on the unresolved disputed items as soon as practicable (and in no event later than thirty (30) days after submission of the dispute to the Arbitrating Accountants), to resolve only those unresolved disputed items set forth in the Objection Notice, not to make any determination of a disputed amount that is outside the range of the proposed amounts submitted by Purchaser and the Seller Representative, and to make any determinations solely in accordance with the terms and provisions of this Agreement. If unresolved disputed items are submitted to the Arbitrating Accountants, the Seller Representative and Purchaser shall each furnish to the Arbitrating Accountants such work papers, schedules and other documents and information relating to the unresolved disputed items as the Arbitrating Accountants may reasonably request. The determination of the Arbitrating Accountants shall be final and binding on Purchaser and Sellers and not subject to collateral attack for any reason other than manifest error or if there is fraud. The Seller Representative and Purchaser each agree to use its respective commercially reasonable efforts to cooperate with the Arbitrating Accountants and to cause the Arbitrating Accountants to resolve any dispute no later than thirty (30) days after submission of the dispute to the Arbitrating Accountants in accordance with this Agreement. Of the fees, costs and expenses of the Arbitrating Accountants, Purchaser, on the one hand, and Sellers jointly and severally, on the other hand, shall bear a dispute with respect fraction equal to any amount (i) the absolute value of the difference between the Post-Closing Adjustment that would have been payable based on the submission of such party and the Post-Closing Adjustment Statement within five (5) Business Days after based on the final determination of any amounts the Arbitrating Accountants divided by (ii) the absolute value of the difference between the Post-Closing Adjustment that would have been payable based on such the submission of Purchaser and the Post-Closing Adjustment Statementthat would have been payable based on the submission of the Seller Representative. For illustrative purposes only, should the Post-Closing Adjustment payable based on the submission of Purchaser be $80, the Post-Closing Adjustment payable based on the submission of the Seller Representative be $100 and the Post-Closing Adjustment payable based on the determination of the Arbitrating Accountants be $95, Purchase would bear 75% (($95 — $80) / ($100 - $80)) and Sellers would bear 25% (($100-$95) / ($100 - $80)) of the fees, costs and expenses of the Arbitrating Accountants. (e) If the amount equal to the Estimated Assumed Liabilities minus the Final Assumed Liabilities as finally determined hereunder (the “Post-Closing Adjustment”) is greater than $0 (zero), then Purchaser shall pay to the Seller Representative (for the benefit of Sellers) an amount equal to the disputed Post-Closing Adjustment. If the Post-Closing Adjustment Amount as finally determined is less than $0 (zero), then the Seller Representative shall (on behalf of Sellers) pay to be payable with respect Purchaser an amount equal to such Adjustment Statementthe absolute value of the Post-Closing Adjustment. All Adjustment Statement payments Each payment under this Section 2.04(e) shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then made within five (5) Business Days after the such final determination by wire transfer of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsfunds to a bank account specified by the recipient.

Purchase Price Adjustment. (a) Within 30 days after If the Closing, Seller shall prepare Buyer and deliver the Sellers are unable to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected mutually agree on the books of Seller as Estimated Purchase Price pursuant to Section 2.1(c), then within ten (10) days following the Closing Date the Buyer shall provide the Sellers Representative written notice of the Closing components of all fuel inventory (FERC account no. 151) the Purchase Price to which the Buyer objects and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be its proposed calculation of such components (the "Inventory Adjustment Amount"“Objection Notice”), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser (a) the Buyer shall notify Seller in writing only be entitled to object to any component of the disputed amountPurchase Price to the extent it objected to such component pursuant to Section 2.1(c). For purposes of clarity, the Parties acknowledge and agree that the Buyer shall not be permitted to object to (i) the Purchase Price unless the Buyer objected to the Purchase Price prior to the Closing pursuant to Section 2.1(c) and (ii) any component of the Purchase Price (A) that the Buyer did not object to prior to the Closing pursuant to Section 2.1(c) or (B) to which the Buyer and the basis of such dispute, within ten Sellers reached an agreement pursuant to Section 2.1(c). The Buyer and the Sellers shall be deemed to have agreed upon all items and amounts that are not disputed by the Buyer in the Objection Notice. The Parties shall use reasonable efforts to resolve in good faith during the thirty (1030) Business Days of Purchaser's receipt days following delivery of the applicable Adjustment StatementObjection Notice any dispute properly asserted in the Objection Notice. In If the event Parties are unable to resolve any disputed items within thirty (30) days following delivery of the Objection Notice, the disagreement may be submitted for resolution to a firm of independent accountants of national standing to which the Buyer and the Sellers agree (the “Independent Accountants”), which firm shall make a final and binding determination as to only those components of the Purchase Price in dispute with respect to any part this Section 2.5 on a timely basis and promptly shall notify the Parties in writing of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputedits resolution. The fees Independent Accountants shall not have the power to modify or amend any term or provision of this Agreement or modify previously agreed to items among the Parties. The costs and disbursements expenses of the Independent Accounting Firm Accountants shall be shared equally allocated between the Parties based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by Purchaser such Party, as determined by the Independent Accountants. If the Buyer does not provide an Objection Notice within the time period and Seller. in the manner set forth in this Section 2.5, the Estimated Purchase Price Purchase Price set forth in the Estimated Purchase Price Statement shall be final and binding on the Parties for all purposes hereunder. If the Purchase Price paid by the Buyer pursuant to Section 2.3(a)(i), exceeds the Purchase Price that would have been paid had the amounts of the components determined by the Independent Accountants been used to determine the Purchase Price, the Sellers shall (cby wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Buyer to the Sellers concurrently with the delivery of the Objection Notice) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statementpay the Buyer, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsexcess.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (a60) Within 30 calendar days after the ClosingClosing Date, Seller shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) a consolidated balance sheet of Sellers as of the net book valueClosing Date, (ii) a consolidating balance sheet of Sellers as reflected on of the books Closing Date, and (iii) a balance sheet of each Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be Date (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory SurveyBalance Sheets"). Seller will permit an employeeFor Purchase Price adjustment considerations, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement Closing Balance Sheets shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection on a consistent basis with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller accounting practices and procedures applied by Sellers in connection with the preparation of each Adjustment Statement the Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and related informationprocedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall provide be those made to Seller reflect changes in such books, records reserves and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing accruals between the date of the disputed amount, Interim Balance Sheet and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt date of the applicable Adjustment StatementClosing Balance Sheet. In the event of a dispute with respect to any part between the parties regarding the preparation of an Adjustment Amountthe Closing Balance Sheets, Purchaser and Seller which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (15) business days after one of the parties has notified the other party thereof, the parties 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 Seller are unable to reach together select a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, mutually acceptable Big Six public accounting firm (which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amountsunrelated to, and not in any manner affiliated with, either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the disputed item or items consistent with the criteria set forth in this Section 3.01(b). Such independent determination shall (in the absence of fraud, bad faith, undue influence, or the like, or manifest error) be final and binding on all of the parties hereto. All fees, costs and expenses incurred in retaining such report independent accounting firm shall be final, binding paid in equal shares by Buyers and conclusive on the parties hereto with respect to the amounts disputedSellers. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Seller. (c) Within ten (10) Business Days calendar days after Purchaser's receipt (i) the completion of an Adjustment Statement, Purchaser shall pay all undisputed amounts, mutually agreed upon Closing Balance Sheets or if there is a dispute with respect to any amount of such Adjustment Statement within five (5ii) Business Days after the final determination resolution of any amounts on such dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the case may be, the following Purchase Price Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for by the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.parties:

Purchase Price Adjustment. (a) Within 30 days after the Closing, Seller the Sellers shall prepare and deliver to Purchaser the Buyer a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller the Sellers as of the Closing Date of all fuel inventory (FERC account no. 151) (less, in the case of fuel inventory, any amount carried on NEP's books in respect of losses incurred by New England Energy Incorporated) and stores inventory (FERC account no. 154) used at or in connection with either the Thermal Units Fossil Assets or the Hydro UnitsHydroelectric Assets, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units Fossil Assets or the Hydro UnitsHydroelectric Assets, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing Date consistent with Seller's current NEP inventory procedures (the "Inventory Survey"). Seller The Sellers will permit an employee, or representative, of Purchaser the Buyer to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has the Sellers have historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser The Buyer agrees to cooperate with Seller the Sellers in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller the Sellers such books, records and information as may be reasonably requested from time to time. (b) Purchaser The Buyer may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser the Buyer shall notify Seller the Sellers in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaserthe Buyer's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser the Buyer and Seller the 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 the Buyer and Seller the Sellers are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's the Buyers' written notice of dispute to Sellerthe Sellers, Purchaser the Buyer and Seller the Sellers shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 allocated between the Buyer and the Sellers so that the Buyer's share of such fees and disbursements shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted by Purchaser and Sellerthe Buyer to the Independent Accounting Firm that is unsuccessfully disputed by the Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted by the Buyer to the Independent Accounting Firm. (c) Within ten (10) Business Days after Purchaserthe Buyer's receipt of an Adjustment Statement, Purchaser the Buyer shall pay all undisputed amounts, or if there is a dispute with respect to any amount of on such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser the Buyer shall pay to Seller NEP on behalf of the Sellers an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, zero then within five (5) Business Days after the final determination of such amount Seller Sellers will pay to Purchaser the Buyer the amount by which such amount is less than zero. Any amount paid under this Section 1.04 3.2(c) shall be paid with interest for the period commencing on the date of Closing Date through the date of payment, calculated at the prime rate for domestic banks as published of the Bank of Boston in The Wall Street Journal (Northeast Edition) in the "Money Rates" section effect on the date of ClosingClosing Date, and in cash by federal or other wire transfer of immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 days after the Closing, Seller shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) As soon as practicable, but in no event later than 60 days following the net book valueClosing Date, as reflected on MHE shall prepare a combined and consolidated balance sheet of the books of Seller Companies as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be Date (the "Inventory Adjustment AmountClosing Balance Sheet") and a calculation of Net Assets as of the Closing Date based on the Closing Balance Sheet (collectively, the "Closing Financial Data"). The Closing Balance Sheet and calculation of Net Assets shall be prepared on a basis consistent with the methods, principles, practices and policies employed in the preparation and presentation of the Audited Financial Statements and in accordance with Exhibit M. (ii) During the preparation of the Closing Financial Data, and the period of any review or dispute within the contemplation of this Section 2(d), MHE shall (A) provide Investor, HarnCo and their authorized representatives with full access to all relevant books, records, work-papers and employees of the Companies and their Subsidiaries, and (B) cooperate fully with Investor, HarnCo and their authorized representatives, including the provision on a timely basis of all information necessary or useful. (iii) MHE shall deliver a copy of the Closing Financial Data to Investor and HarnCo promptly after it has been prepared. After receipt of the Closing Financial Data, Investor and HarnCo shall have 30 days to review the Closing Financial Data, together with the work-papers used in the preparation thereof. Unless Investor or HarnCo delivers written notice to MHE on or prior to the 30th day after their receipt of the Closing Financial Data stating that it has objections to the Closing Financial Data (and setting forth the details of its calculation of disputed items), Investor and HarnCo shall be deemed to have accepted and agreed to the Closing Financial Data. If Investor or HarnCo so notifies MHE of its objections to the Closing Financial Data, then Investor and HarnCo shall, within 30 days (or such longer period as they may agree) following such notice (the "Resolution Period"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser all Parties (and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the MHE). (iv) Any amounts remaining in dispute for determination at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized independent public accounting firm jointly selected by the independent public accounting firms of HarnCo and resolution Investor (such firm being referred to as the "Neutral Auditors") within 10 days after the expiration of the Resolution Period. The Parties agree to execute, if requested by the Neutral Auditors, a reasonable engagement letter. All fees and expenses relating to the Independent Accounting Firmwork, which if any, to be performed by the Neutral Auditors shall be instructed to determine borne pro rata by HarnCo and report MHE in proportion to the partiesallocation of the dollar amount of the Unresolved Changes made by the Neutral Auditors such that the prevailing party pays a lesser proportion of the fees and expenses. The Neutral Auditors shall act as an arbitrator to determine, based on the provisions of this Section 2(d), only the Unresolved Changes. The Neutral Auditors' determination of the Unresolved Changes shall be made within 30 45 days after such submissionof the submission of the Unresolved Changes thereto, upon such remaining disputed amounts, shall be set forth in a written statement delivered to HarnCo and such report Investor and shall be final, binding and conclusive on all Parties (and MHE). The term "Adjusted Closing Balance Sheet," as used in this Agreement, shall mean the parties hereto with respect definitive Closing Balance Sheet agreed to (or deemed agreed to) by HarnCo and Investor under Section 2(d)(iii) or, if Unresolved Changes are submitted to the amounts disputed. The fees and disbursements Neutral Auditors, such definitive Closing Balance Sheet, as adjusted to reflect the determination of the Independent Accounting Firm shall be shared equally by Purchaser and Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid Neutral Auditors under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds2(d)(iv).

Purchase Price Adjustment. (a) Within As soon as practicable, but no later than 30 days after the ClosingClosing Date, Seller the Sellers’ Representative shall prepare and deliver to Purchaser the Buyer a statement proposed calculation of the Purchase Price and the components thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Purchase Price Calculations”. The Purchase Price Calculations shall be accompanied by a certificate signed by an authorized officer of the Sellers’ Representative certifying that the information set forth in the Purchase Price Calculations was calculated in good faith in accordance with this Agreement. The Buyer shall cause each of the Companies to make their financial records reasonably available to the Sellers’ Representative so that the Sellers’ Representative may perform and complete the Purchase Price Calculations and in the event that the Buyer does not provide any materials reasonably requested by the Sellers’ Representative within five days of request therefor (eachor such shorter period as may remain in such 30-day period), such 30-day period shall be extended by one day for each additional day required for the Sellers’ Representative to fully respond to such request. (b) If the Buyer does not give written notice of dispute (a “Purchase Price Dispute Notice”) to the Sellers’ Representative within 30 days of receiving the Purchase Price Calculations, the Purchase Price Calculations will be deemed to be agreed by the Sellers and the Buyer provided, however, that (A) in the event that the Sellers’ Representative does not provide any materials reasonably requested by the Buyer within five days of request therefor (or such shorter period as may remain in such 30-day period), such 30-day period shall be extended by one day for each additional day required for the Sellers’ Representative to fully respond to such request, and (B) the Purchase Price Dispute Notice may include only objections based on (x) noncompliance with the standards set forth in this Section 2.04 for the preparation of the Purchase Price Calculations or (y) mathematical errors in the calculation of the Purchase Price Calculations. The Purchase Price Dispute Notice shall be accompanied by a certificate signed by the Buyer certifying that the information set forth in the Purchase Price Dispute Notice was calculated in good faith in accordance with this Agreement. (c) If the Buyer gives a Purchase Price Dispute Notice to the Sellers’ Representative (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute and all other items and amounts not so disputed shall be deemed final), the Buyer and the Sellers’ Representative shall use commercially reasonable efforts to resolve the dispute by no later than the date which is 10 Business Days following receipt of the applicable Purchase Price Dispute Notice from the Buyer (“Dispute Settlement Date”), commencing on the date the Buyer receives the applicable Purchase Price Dispute Notice from the Sellers’ Representative and all such discussions related thereto shall (unless otherwise agreed by the Buyer and the Sellers’ Representative) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If the Sellers’ Representative and the Buyer do not agree upon a final resolution with respect to such disputed items by the Dispute Settlement Date, then the remaining items in dispute shall be submitted immediately to an "Adjustment Statement"independent accounting firm mutually acceptable to the Buyer and the Sellers’ Representative. If the Buyer and the Sellers’ Representative are unable to agree on the choice of an accounting firm within ten Business Days after the Dispute Settlement Date, then the Buyer and the Sellers’ Representative shall select an internationally recognized independent accounting firm by lot (after excluding their respective regularly used accounting firms). Any accounting firm so agreed to (the “Accounting Firm”) shall be required to render a determination of the applicable dispute within 45 days after referral of the matter to such Accounting Firm, which reflects determination must be in writing and must set forth, in reasonable detail, the basis therefor; provided that the Accounting Firm may (i) only consider those items and amounts as to which the net book value, as reflected Sellers’ Representative and the Buyer have disagreed within the time periods and on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), terms specified above and (ii) only make adjustments based on noncompliance with the Maintenance and Capital Expenditures Amount applicable standards set forth in this Agreement for the determination of the Purchase Price. The determination made by the Accounting Firm with respect to the Thermal Units remaining disputed items shall not exceed or be less than the Hydro Unitsamounts proposed by the Sellers’ Representative and the Buyer, as the case may be. The Inventory Adjustment Amount terms of appointment and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation engagement of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 as agreed upon between the Sellers’ Representative and the Buyer, and any associated engagement fees shall initially be borne 50% by Purchaser the Sellers and Seller50% by the Buyer; provided that such fees shall ultimately be allocated in accordance with Section 2.04(d). The determination of such Accounting Firm shall be conclusive and binding for all purposes of this Agreement. The Sellers’ Representative shall revise the Purchase Price Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.04(c), and, as revised, such Purchase Price Calculations shall be deemed to set forth the final Purchase Price, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment). (cd) Within ten In the event the Sellers’ Representative and the Buyer submit any unresolved objections to the Accounting Firm for resolution as provided in Section 2.04(c), the responsibility for the fees and expenses of the Accounting Firm shall be as follows: (10i) Business Days after Purchaser's receipt if the Accounting Firm resolves all of an the remaining objections in favor of the Buyer’s position (the Purchase Price so determined is referred to herein as the “Low Value”), then all of the fees and expenses of the Accounting Firm shall be paid by the Sellers; (ii) if the Accounting Firm resolves all of the remaining objections in favor of the Sellers’ Representative’s position (the Purchase Price so determined is referred to herein as the “High Value”), then the Buyer shall be responsible for all of the fees and expenses of the Accounting Firm; and (iii) if the Accounting Firm neither resolves all of the remaining objections in favor of the Buyer’s position nor resolves all of the remaining objections in favor of the Sellers’ Representative’s position (the Purchase Price so determined is referred to herein as the “Actual Value”), then that fraction of the fees and expenses of the Accounting Firm equal to (x) the difference between the High Value and the Actual Value over (y) the difference between the High Value and the Low Value shall be paid by the Sellers, and the Buyer shall be responsible for the remainder of the fees and expenses of the Accounting Firm. (e) If the Actual Adjustment Statementis a positive amount, Purchaser the Buyer shall pay all undisputed amountsto the Sellers’ Representative (for distribution to LJCB Holdings for payment in turn to Keybridge Capital Limited to the account set forth in Section 2.03(a)(ii) the Keybridge Adjustment Amount (as defined in the Deed of Settlement and Release) and the remainder of the Actual Adjustment Amount to each applicable Seller according to its respective Seller Purchase Price Percentage) an amount equal to such positive amount, by wire transfer or if there is a dispute with respect to any amount delivery of such Adjustment Statement immediately available funds, in each case, within five (5) three Business Days after the final determination of any amounts date on such which the Purchase Price is finally determined pursuant to this Section 2.04. (f) If the Actual Adjustment Statementis a negative amount, Purchaser then within three Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.04, the Buyer and the Sellers’ Representative shall pay deliver joint written instructions to Seller the Escrow Agent instructing the Escrow Agent to deliver to the Buyer an amount equal to the disputed absolute value of such negative amount from the PPA Escrow Account. If the absolute value of the Actual Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less exceeds the Estimated Adjustment PPA Escrow Amount; provided, however, that if such amount shall be less than zero, then each of the Sellers shall deliver its respective Seller Purchase Price Percentage of such excess amount to the Buyer within five (5) three Business Days after the final determination of such amount Seller will pay date on which the Purchase Price is finally determined pursuant to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal 2.04. (Northeast Editiong) If any funds are remaining in the "Money Rates" section on PPA Escrow Account following the date of ClosingActual Adjustment Payment Date, the Buyer and in immediately available United States fundsthe Sellers’ Representative shall promptly and expeditiously deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver such funds to each applicable Seller according to each respective Seller Purchase Price Percentage.

Purchase Price Adjustment. (a) Within 30 As promptly as practicable, but not later than 60 days after the ClosingClosing Date, Purchaser shall cause to be prepared and delivered to Seller shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on Closing Date Balance Sheet audited by the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), Purchaser Accountants and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures a report (the "Inventory SurveyNet Asset Value Report")) setting forth a calculation of the Closing Date Net Asset Value. Purchaser shall, and shall cause the Purchaser Accountants to, make available to Seller will permit an employee, or representative, and the Seller Accountants all books and records of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies Company and methods as Seller has historically each Company Subsidiary and all work papers used in connection with the calculation preparation and audit of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with Closing Date Balance Sheet or the preparation of each Adjustment Statement the Net Asset Value Report. The Closing Date Balance Sheet and related informationthe Net Asset Value Report delivered pursuant to this Section 2.3 shall not be binding on Seller if Seller timely exercises its right to dispute the same pursuant to the procedures set forth in this Section 2.3. If Seller does not exercise such right with respect to the Closing Date Balance Sheet or the Net Asset Value Report on a timely basis under this Section 2.3, and then Seller shall provide be deemed to Seller such books, records and information have accepted the same as may be reasonably requested from time delivered pursuant to timethis Section 2.3. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; providedIf Seller disputes any item in the Net Asset Value Report, howeverthen Seller shall, that Purchaser shall notify Seller in writing within 30 days after the delivery of the disputed amountClosing Date Balance Sheet and Net Asset Value Report, and the basis give Purchaser written notice of such dispute, within ten dispute (10an "Accounting Dispute Notice") Business Days of Purchaser's receipt setting forth in reasonable detail each of the applicable Adjustment Statementitems in dispute. If no Accounting Dispute Notice is given to Purchaser within such 30-day period, the Closing Date Net Asset Value as set forth in the Net Asset Value Report shall be deemed to be final and binding upon all the parties hereto. In the event of a dispute with respect that an Accounting Dispute Notice is given to any part of an Adjustment AmountPurchaser within such 30-day period, Seller and Purchaser and Seller shall attempt to reconcile their differences resolve in good faith and any resolution by them as to any disputed amounts shall be final, binding and conclusive on mutual agreement the parties. If Purchaser and Seller are unable to reach a resolution items in dispute within 15 days after the delivery of such differences Accounting Dispute Notice to Purchaser. Failing agreement on all items in dispute within 30 days of receipt of Purchaser's written notice of dispute to Sellersuch 15-day resolution period, Purchaser and Seller shall submit the amounts remaining such items in dispute for determination and resolution to the Independent Designated Accounting Firm, which . The Designated Accounting Firm shall be instructed to determine resolve such disputed items, based solely on written presentations by Purchaser and Seller and not by independent review, and to deliver a written report to the partiesparties hereto upon such disputed items (the "DAF Report") in accordance with Section 11.3, all within 30 15 days after the submission of such submission, upon such remaining disputed amounts, and such report items to it. The DAF Report shall be final, binding (i) within the range of proposals established for such dispute by Purchaser and conclusive on the parties hereto Seller and (ii) deemed to be an agreement between Seller and purchaser with respect to the amounts disputed. issues in dispute, and upon the delivery of the DAF Report to Purchaser and Seller, the Closing Date Net Asset Value as set forth in the DAF Report shall be deemed to be final, conclusive and binding upon all the parties hereto. (c) The fees and disbursements expenses of the Independent Designated Accounting Firm incurred in connection with the resolution of a dispute pursuant to Section 2.3(b) shall be shared borne equally by Purchaser and Seller. (cd) Within ten If the Closing Date Net Asset Value (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined deemed to be final and binding pursuant to Section 2.3(b)) is less than the Target Net Asset Value, then the principal amount payable with respect to such Adjustment Statement. All Adjustment Statement payments under the Promissory Note shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser reduced by the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.the

Purchase Price Adjustment. (a) Within 30 days after 1.2.1 At the Closing, Seller Shareholders shall prepare and deliver to Purchaser DoveBid a statement (each, an "Adjustment Statement") which reflects (i) balance sheet of the net book value, as reflected on the books of Seller Company as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable latest practicable date prior to the Thermal Units or the Hydro Units, Closing Date but in any event dated as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within of a date no earlier than five (5) business days prior to the Closing consistent with Seller's current inventory procedures Date (the "Inventory SurveyClosing Balance Sheet") prepared in accordance with United States generally accepted accounting principles ("GAAP"), together with a list indicating all accrued expenses and liabilities of the Company as of the same date, as determined in accordance with GAAP (the "Closing Liabilities Schedule"). Seller will permit The Closing Balance Sheet and the Closing Liabilities Schedule shall reflect an employee, or representative, accrued liability of Purchaser NLG 45,000 (the "Litigation Accrual") with respect to observe legal fees and expenses to be incurred by the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used Company in connection with the calculation Outstanding Litigation (as defined in Section 8.2). Within fourteen (14) days of the items reflected on such Adjustment Statement. Purchaser agrees Closing, Shareholders shall deliver to cooperate DoveBid an audited balance sheet as of the Closing Date, together with Seller a list indicating all accrued expenses and liabilities of the Company as of the Closing Date, in connection each case prepared in accordance with GAAP (the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time"Post-Closing Financial Statements"). (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, 1.2.2 In the event that Purchaser shall notify Seller in writing the aggregate book value of stockholders' equity of the disputed Company, determined in accordance with GAAP, set forth on the Closing Balance Sheet (such amount, and the basis "Closing Stockholders' Equity") is less than the amount of such disputeNLG 355,000, within ten (10) Business Days the Closing Payment shall be reduced by one Dutch Guilder for each Dutch Guilder that Closing Stockholders' Equity is less than the amount of Purchaser's receipt of the applicable Adjustment StatementNLG 355,000. In the event that the amount of a dispute cash of the Company, determined in accordance with respect to any part of an Adjustment AmountGAAP, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive set forth on the parties. If Purchaser and Seller are unable to reach a resolution of Closing Balance Sheet (such differences within 30 days of receipt of Purchaser's written notice of dispute to Selleramount, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c"Closing Cash") Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any the amount paid of NLG 280,000, the Closing Payment shall be reduced by one Dutch Guilder for each Dutch Guilder that the Closing Cash is less than the amount of NLG 280,000, provided that if Closing -------- ---- Stockholders' Equity is less than the amount of NLG 355,000 as a result of the amount of Closing Cash being less than NLG 280,000 and the Closing Payment has already been reduced by such deficit amount as provided in the foregoing sentence, there shall be no further adjustment to the Closing Payment as a result of such lesser amount of Closing Cash. 1.2.3 In the event of any reduction in the Closing Payment as provided above, the aggregate Purchase Price shall be appropriately adjusted and such reduced or increased aggregate consideration shall constitute the "Purchase Price" for all purposes under this Section 1.04 Agreement. 1.2.4 The account payable of the Company to the Shareholders set forth on the Closing Balance Sheet (up to a maximum of NLG 442,483) (the "Shareholders' Payable") shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.paid

Purchase Price Adjustment. (a) 1. Within 30 45 days after the ClosingClosing Date, Seller shall prepare and deliver to Purchaser Buyer a statement (eachin its final and binding form, an the "Adjustment Closing Statement") which reflects (i) setting forth the net book value, as reflected on the books of Seller Inventory Amount as of the opening of business on the Closing Date (the "Closing Inventory Amount"). Upon Seller's request, Buyer shall assist Seller in the preparation of the Closing Statement and shall provide Seller and its representatives access at all fuel inventory (FERC account noreasonable times to the personnel, properties, inventories, books and records of Buyer for such purpose and during the period of any dispute with respect thereto. 151) and stores inventory (FERC account no. 154) used at or in In connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for preparation of the Closing is referred to collectively Statement, Seller shall take and prepare a physical count of the finished goods Inventory as of the "Adjustment Amount." The Inventory Adjustment Amount will be based opening of business on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey")Date. Buyer and Seller will permit an employee, or representative, of Purchaser shall engage Coopers & ▇▇▇▇▇▇▇ L.L.P. to observe the Inventory Survey. Each Adjustment Statement physical count of the finished goods Inventory, and the fees and expenses of Coopers & ▇▇▇▇▇▇▇ L.L.P. in connection therewith shall be prepared using borne 50% by Buyer and 50% by Seller. Representatives of Buyer shall be entitled to observe such physical count. The Closing Inventory Amount shall be calculated in accordance with the same generally accepted accounting principles, policies and methods as Seller has historically used Applicable Accounting Principles set forth in connection Schedule 4(b) in a manner consistent with the calculation of the items reflected Initial Inventory Amount and the principles set forth on such Schedule 2(b) attached hereto (the "Adjustment Principles") which, in a conflict with the Applicable Accounting Principles, shall control. The Closing Statement shall be accompanied by a special purpose report by Coopers & ▇▇▇▇▇▇▇ L.L.P. to the effect that the Closing Inventory Amount has been calculated in accordance with the immediately preceding sentence. During the 30 days immediately following Buyer's receipt of the Statement, Buyer shall be permitted to review Seller's and Coopers & ▇▇▇▇▇▇▇ L.L.P.'s working papers relating to the Closing Statement. Purchaser agrees The Statement shall become final and binding upon the parties on the thirtieth day following receipt thereof by Buyer unless Buyer gives written notice of its disagreement (a "Notice of Disagreement") to cooperate Seller prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature and amount of any disagreement so asserted and (B) be accompanied by a certificate of Buyer that it has complied with the covenants set forth in paragraph (iv) of this Section 2(b). If a timely Notice of Disagreement is received by Seller, then the Closing Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm. During the 30 days immediately following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. During such period, Seller shall have full access to the working papers of Buyer prepared in connection with the Buyer's preparation of each Adjustment Statement the Notice of Disagreement. At the end of such 30-day period, Seller and related informationBuyer shall submit to a "Big Six" accounting firm mutually agreed upon (the "Accounting Firm") for review and resolution of any and all matters which remain in dispute and which were properly included in the Notice of Disagreement, and the Accounting Firm shall provide to Seller such booksmake a final determination of the Closing Inventory Amount in accordance with this Section 2(b), records and information as may which determination shall be reasonably requested from time to time. binding on the parties (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; providedit being understood, however, that Purchaser the Accounting Firm shall notify act as an arbitrator to determine, based solely on presentations by Buyer and Seller (and not by independent review), only those matters which remain in writing dispute and which were properly included in the Notice of Disagreement). The Closing Statement shall become final and binding on Buyer and Seller on the date the Accounting Firm delivers its final resolution to the parties (which final resolution shall be delivered as soon as practicable following the selection of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment StatementAccounting Firm). In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts The Accounting Firm shall be finalselected by Seller and Buyer or, binding and conclusive on if the parties. If Purchaser and Seller parties are unable to reach a resolution of such differences within 30 days of receipt of Purchaseragree, by Seller's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputedBuyer's independent accountants. The fees and disbursements expenses of the Independent Accounting Firm pursuant to this Section 2(b) shall be shared equally borne 50% by Purchaser Buyer and 50% by Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (ai) Within 30 days thirty (30) Business Days after the ClosingClosing Date, Seller shall prepare and deliver to Purchaser Buyer a statement (each, an "Adjustment Statement") which reflects (i) balance sheet of the net book value, as reflected on the books of Seller Business as of the Closing Date (the “Draft Closing Balance Sheet”), together with a written calculation of all fuel inventory the Net Assets of the Business as of the Closing derived therefrom (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection the “Net Asset Calculation”), both prepared by Seller consistent with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"definition of Net Assets set forth in Section 3.1(c)(iv), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent otherwise in accordance with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies consistently applied (“GAAP”). The Draft Closing Balance Sheet shall reflect only the Purchased Assets and methods the Assumed Liabilities. Any Inventory reflected on the Draft Closing Balance Sheet shall be determined based on a physical count to be conducted by Seller immediately following the Closing and shall use the same valuations as those contained in Schedule 3.1(c)(i). Buyer or its independent public accountants (“Buyer’s Accountants”) may observe such physical count of Inventory when taken and participate in its evaluation, at Buyer’s expense, to the extent deemed necessary or desirable by Buyer. (ii) The Draft Closing Balance Sheet and Net Asset Calculation shall be binding upon the Parties unless Buyer gives written notice of disagreement to Seller has historically used within twenty (20) Business Days after Buyer’s receipt thereof, such notice to specify in connection reasonable detail the nature and extent of such disagreement. Buyer and Buyer’s Accountants shall have the right to review and copy the work papers of the Seller and any other books, records or materials prepared by or relied on by the Seller in preparing the Draft Closing Balance Sheet and the Net Asset Calculation (collectively, the “Workpapers”). If Buyer timely disputes any element of the Draft Closing Balance Sheet or the Net Asset Calculation, Seller and Buyer shall negotiate in good faith in an effort to resolve such disputed matters by mutual agreement, and any such agreement shall be evidenced in writing and shall be binding on the Parties. If Buyer and Seller do not resolve all such disputed matters within twenty (20) Business Days after Seller’s receipt of such dispute notice, then any remaining disputed matters shall be referred for final determination to the Boston office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, (the “Chosen Accounting Firm”), and the resolution of such disputed matters by the Chosen Accounting ▇▇▇▇ shall be final and binding upon the Parties. The Chosen Accounting Firm’s determinations with respect to such disputed matters shall be reflected in a written report and Buyer and Seller shall use their best efforts to cause such Chosen Accounting Firm to deliver the written report within thirty (30) Business Days of such Chosen Accounting Firm’s engagement to make such determination. (The balance sheet of the Business as of the Closing Date and the calculation of the items reflected on Net Assets as of such Adjustment Statement. Purchaser agrees time, as finally determined pursuant to cooperate with this Section 3.1(c) are referred to herein as the “Closing Balance Sheet” and the “Final Net Asset Calculation,” respectively.) (iii) The fees and disbursements of Seller (including the fees of Seller’s independent public accountants) incurred in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, Draft Closing Balance Sheet and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts Working Capital Calculation shall be final, binding paid by Seller. The fees and conclusive on disbursements of Buyer (including the parties. If Purchaser fees of Buyer’s Accountants) incurred in reviewing the Draft Closing Balance Sheet and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which Working Capital Calculation shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputedpaid by Buyer. The fees and disbursements of the Independent Chosen Accounting Firm Firm, if any, shall be shared paid equally by Purchaser Buyer and Seller. (civ) Within ten For purposes of this section “Net Assets” shall mean an amount (10positive or negative) Business Days after Purchaser's receipt equal to (x) the sum of an Adjustment Statementall Purchased Assets that would be classified as “assets” on a balance sheet prepared in accordance with GAAP, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any excluding the Seller’s valued intangible assets minus (y) the amount of such Adjustment Statement within five (5) Business Days after all Assumed Liabilities that would be classified as “liabilities” on a balance sheet prepared in accordance with GAAP, in each case as of the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount Closing Date as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing reflected on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, Balance Sheet and in immediately available United States fundsaccordance with the procedures and methods set forth on Schedule 3.1(c)(i).

Purchase Price Adjustment. (a) Pursuant to Section 5.12, the Company shall deliver the Company Closing Financial Certificate to Acquirer not later than five Business Days prior to the Closing Date. (b) Within 30 60 days after the Closing, Seller Acquirer shall prepare and deliver to Purchaser the Stockholders’ Agent a statement (each, an "the “Acquirer Adjustment Statement"”) which reflects setting forth Acquirer’s calculation of (i) the net book valueaggregate amount of the Company Cash, (ii) the aggregate amount of outstanding Company Debt, and (iii) the aggregate amount of Company Transaction Expenses, in each case, as reflected of immediately prior to the Effective Time, and (iv) any Company Transaction Expenses pursuant to Section 5.11(b) (collectively, the “Acquirer Adjustment Calculations”), together with supporting documentation and calculations. (c) The Stockholders’ Agent may object to the Acquirer Adjustment Calculations set forth in the Acquirer Adjustment Statement by providing written notice of such objection, together with supporting documentation and calculations, to Acquirer within 30 days after Acquirer’s delivery of the Acquirer Adjustment Statement (the “Notice of Objection”). Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Company Securityholders. During such 30-day period and thereafter until the final determination of the (i) the aggregate amount of the Company Cash, (ii) the aggregate amount of outstanding Company Debt, and (iii) the aggregate amount of Company Transaction Expenses, in each case, as of immediately prior to the Effective Time, the Stockholders’ Agent and its advisors (including, without limitation, its independent accounting firm) shall be provided with reasonable access (including remote access to the extent reasonably practicable) to the relevant financial books and records (subject to the execution of customary work paper access letters and a confidentiality agreement with Acquirer on customary terms) and personnel of the Company to enable it to verify the Acquirer Adjustment Calculations. (d) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to 10 Business Days following Acquirer’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be set forth in a written agreement executed by each of Acquirer and the Stockholders’ Agent and shall be final and binding on the parties hereto and the Company Securityholders. (e) If, after the 10 Business Day period set forth in Section 1.6(d), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage Deloitte Touche Tohmatsu Limited or, if such firm is not able or willing to so act, another independent and nationally recognized auditing firm acceptable to both Acquirer and the Stockholders’ Agent (the “Reviewing Accountant”), to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the Acquirer Adjustment Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 30 days following its engagement) determine the resolution of Seller such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Company Securityholders, and the Reviewing Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of, as applicable, (i) the aggregate amount of the Company Cash, (ii) the aggregate amount of outstanding Company Debt and/or (iii) the aggregate amount of Company Transaction Expenses, in each case, as of immediately prior to the Closing Effective Time, in accordance with such determination. (f) If the Adjusted Cash Consideration, calculated based on (i) the aggregate amount of all fuel inventory the Company Cash, (FERC account no. 151ii) the aggregate amount of outstanding Company Debt and stores inventory (FERC account no. 154iii) used at or the aggregate amount of Company Transaction Expenses, in connection with the Thermal Units or the Hydro Unitseach case, as finally determined pursuant to Section 1.6(b), Section 1.6(d) and/or Section 1.6(e), as the case may be (the "Inventory Adjustment “Final Adjusted Cash Consideration”), is: (A) $50,000 (or more) less than the Adjusted Cash Consideration as set forth in the Company Closing Financial Certificate (such difference, a “Shortfall Amount"”), then (1) Acquirer and the Stockholders’ Agent shall jointly instruct the Escrow Agent to release the Shortfall Amount from the Escrow Fund to Acquirer; provided that if the Shortfall Amount shall exceed the amount of the Escrow Fund, then Acquirer shall have the further right to make a claim against each Company Securityholder for its Pro Rata Share of such excess amount, and by its adoption of this Agreement and approval of the Merger, each Company Securityholder shall be deemed to have consented to such claim by Acquirer and agrees not to object to such claim and to pay such claimed amount to Acquirer as and where directed within five Business Days of receipt of such claim, and (ii2) if there is any amount remaining in the Maintenance Escrow Fund following the release and Capital Expenditures distribution of the Shortfall Amount applicable pursuant to clause (1), Acquirer and the Stockholders’ Agent shall jointly instruct the Escrow Agent to release such amount (less any amount of Stimulus Funds the Company received that Acquirer, in good faith, reasonably believes may become subject to repayment, which amount may be withheld only until such time as any portion thereof that is required to be repaid is finally determined and any such required repayment amount shall be paid from the Escrow Fund) to the Thermal Units or the Hydro UnitsPaying Agent and Surviving Entity, as applicable, for further distribution to the case may be. The Inventory Adjustment Company Securityholders in accordance with their respective Pro Rata Shares thereof, upon the terms and subject to the conditions set forth in Section 1.4; or (B) $50,000 (or more) greater than the Adjusted Cash Consideration as set forth in the Company Closing Financial Certificate (such difference, an “Excess Amount”), then (1) Acquirer shall promptly wire the Excess Amount to the Paying Agent or Surviving Entity, as applicable, for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares thereof, and (2) Acquirer and the Maintenance and Capital Expenditures Amount for Stockholders’ Agent shall jointly instruct the Closing is referred Escrow Agent to collectively as release the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior full amount of the Escrow Fund to the Closing consistent Paying Agent and Surviving Entity, as applicable, for further distribution to the Company Securityholders in accordance with Seller's current inventory procedures (their respective Pro Rata Shares thereof, upon the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser terms and subject to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used conditions set forth in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timeSection 1.4. (bg) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance The fees, costs and Capital Expenditures Amount; providedexpenses of the Reviewing Accountant shall be allocated between the Stockholders’ Agent (on behalf of the Company Securityholders), howeveron the one hand, and Acquirer, on the other hand, in the same proportion that Purchaser shall notify Seller in writing the aggregate amount of the disputed amount, and items submitted to the basis Reviewing Accountant that is unsuccessfully disputed by each such party (as finally determined by the Reviewing Accountant) bears to the total amount of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Selleritems so submitted. (ch) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser Any payments made pursuant to this Section 1.6 shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal be treated as adjustments to the disputed Adjustment Amount as finally determined Merger Consideration for all Tax purposes to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid maximum extent permitted under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsApplicable Law.

Purchase Price Adjustment. (a) Within 30 As soon as reasonably practicable following the Closing Date, and in no event more than 90 days after the ClosingClosing Date, Seller Purchaser, at its expense, shall prepare and deliver to Purchaser Sellers, a statement of Working Capital (each, an "Adjustment Statement"as defined in Section 2.4(f) which reflects (ibelow) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory Date, which provides reasonable detail with respect to the various components thereof (FERC account no. 151the “Closing Statement”) and stores inventory is prepared in accordance with Sections 2.4(f) and 2.4(g) below. (FERC account nob) Within thirty (30) days after receipt of the Closing Statement, Sellers will deliver to Purchaser a written statement describing its questions or objections (if any) to the Closing Statement. 154) used at If Sellers do not raise any questions or objections within such period, the Working Capital as set forth on the Closing Statement will become final and binding upon all of the parties. If Sellers do raise any such questions or objections, Purchaser, Sellers and their respective accountants shall attempt in connection with good faith to resolve such matters within 30 days after receipt of the Thermal Units or same by Purchaser, and if unable to do so, Purchaser and Sellers shall refer all remaining disputes concerning the Hydro Units, as the case may be Closing Statement to a mutually agreeable nationally recognized independent accounting firm (the "Inventory Adjustment Amount"“Independent Accounting Firm”) which shall be instructed to resolve such disputes within 30 days after the referral of such disputes to such firm or as soon as reasonably practicable thereafter. Purchaser and Sellers will make available to the Independent Accounting Firm at reasonable times and upon reasonable notice at any time during the pendency of any dispute under this Section 2.4(b), the work papers, back-up materials and (ii) any other relevant information used in preparing the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro UnitsClosing Statement, as the case may be. The Inventory Adjustment Amount Purchaser and Sellers shall have the Maintenance and Capital Expenditures Amount for the Closing is referred right to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection meet jointly with the calculation of the items reflected on such Adjustment StatementIndependent Accounting Firm during this period and to present their respective positions. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement The Independent Accounting Firm shall act as experts and related informationnot as arbitrators, and shall provide make its determination only on evidence brought to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution it by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputednot conduct an audit. The fees and disbursements determination of Working Capital by the Independent Accounting Firm shall be shared equally by Purchaser set forth in writing and Sellerwill be conclusive and binding upon the parties. (c) Within ten (10Sellers and their accountants and other representatives will be provided, from and after the Closing, with access to any material used by the Purchaser to prepare the Closing Statement and any other materials that are part of the Acquired Assets reasonably deemed necessary by the Sellers in evaluating the Closing Statement and the determination of Working Capital, which access will be provided upon reasonable notice, during normal business hours and at the principal offices of the Purchaser during the evaluation of the Closing Statement by Sellers or the pendency of any dispute under Section 2.4(b) Business Days after Purchaser's receipt of an Adjustment Statementabove. Until any such dispute is resolved, Purchaser shall pay all undisputed amountswill keep the materials deemed necessary by the Sellers to analyze the Closing Statement and Working Capital in the principal business office of Purchaser or, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zerooffice is moved, then within five in a location reasonably convenient to Sellers (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) or in the "Money Rates" section on offices of the date of Closing, and in immediately available United States fundsIndependent Accounting Firm).

Purchase Price Adjustment. (ai) Within 30 As promptly as possible, but in any event within sixty (60) days after the ClosingClosing Date, Seller shall prepare and Buyer will deliver to Purchaser a statement (each, an "Adjustment Statement") Seller its good faith calculations of the amount by which reflects (i) the net book value, as reflected on Cash-Like Items of the books of Seller Business as of the Calculation Time is greater or less than the Debt-Like Items of the Business as of the Calculation Time ("Buyer Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment AmountBS Differential"), along with reasonable documentation and schedules to support the calculations contained therein. The Buyer Closing BS Differential shall be prepared in a manner consistent with the definitions of "Cash-Like Items" and "Debt-Like Items" and solely in the manner set forth in Schedule 1.02(v). Buyer's calculations of these amounts shall not include or take into account any changes to the specific assets and liabilities included as line items in Schedule 1.02(v) (whether or not arising from or resulting as a consequence of the transactions contemplated by this Agreement) or changes due to events or circumstances occurring or arising following the Closing (but not the facts or circumstances underlying such events to the extent they existed prior to the Closing). In preparing its calculation of Buyer Closing BS Differential, Buyer shall not, and is not permitted to, (A) introduce different judgments, adjustments, accounting methods, policies, conventions, principles, practices, procedures, classifications or estimation methodologies (other than those used in preparing the Estimated BS Differential) or (B) introduce or otherwise include any categories, classes or types of liabilities or other accounts or line items, or adjustments to any of the foregoing, not reflected on Schedule 1.02(v). If Buyer fails to timely deliver its Buyer Closing BS Differential pursuant to Section 1.02(d)(i), then Seller's estimate of each item set forth in the Estimated Closing Consideration shall become final, binding and non-appealable by the Parties. (ii) the Maintenance and Capital Expenditures Amount applicable If Seller has any objections to the Thermal Units or the Hydro UnitsBuyer Closing BS Differential, as the case may be. The Inventory Adjustment Amount Seller will deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), which statement will identify in reasonable detail those items and the Maintenance and Capital Expenditures Amount for the Closing is referred amounts to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by which Seller within five days prior to the Closing consistent with Seller's current inventory procedures objects (the "Inventory Survey"“Disputed Matters”). Seller will permit If an employee, or representative, of Purchaser Objections Statement is not delivered to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation Buyer within thirty (30) days after timely delivery of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with Buyer Closing BS Differential, the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall Buyer Closing BS Differential will be final, binding and conclusive on non-appealable by the partiesParties. If Purchaser Seller and Seller are unable to reach ▇▇▇▇▇ shall negotiate in good faith for a resolution period of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 thirty (30) days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements delivery of the Independent Accounting Firm shall be shared equally by Purchaser and SellerObjections Statement to resolve the Disputed Matters. (ciii) Within ten If the Seller and Buyer do not reach a final resolution within such 30-day period, either Seller or Buyer may submit any unresolved Disputed Matters (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.Remaining Disputed Matters")

Purchase Price Adjustment. (a) Within 30 In consideration of the sale, conveyance, transfer and assignment of the Shares to Buyer, Buyer shall pay Stockholders the following (the "Purchase Price"): (i) at the Closing, the sum of $3,000,000 shall be payable by wire transfer, pursuant to the wire transfer instructions attached as Schedule -------- 2(a)(i), to be allocated among Stockholders in accordance with the percentages ------- set forth opposite each Stockholders name on Schedule 4(a); ------------- (ii) the sum of $1,000,000 shall be payable by delivery as soon as practicable after the Closing of certificates evidencing that number of shares of common stock of Parent (the "Common Shares") representing a value of $1,000,000, based on the average of the closing price of the Common Shares for the twenty business days immediately preceding the Closing Date, to be allocated among Stockholders in accordance with the percentages set forth opposite each Stockholder's name Schedule 4(a); and ------------- (iii) the sum of $750,000 shall be payable by wire transfer to the bank and account designated by Stockholders in writing, to be allocated among Stockholders in accordance with the percentages set forth opposite each Stockholders name on Schedule 4(a), ten (10) days after the Closingfinal determination ------------- of the Closing Tangible Net Worth (as defined herein). (b) It is the intention of the parties that Corporation's Net Worth (as hereinafter defined) at the Closing (the "Closing Tangible Net Worth") be equal to or greater than $2,000,000. If the Closing Tangible Net Worth is determined to be less than $2,000,000, Seller any such deficiency shall be paid by Stockholders to Buyer by wire transfer of immediately available funds to the bank and account designated by Buyer in writing, (A) if no amounts or items shown on the Tangible Net Worth Statement (as hereinafter defined) have been disputed as provided herein, within 10 days after delivery to Stockholders of the Tangible Net Worth Statement, and (B) if any amounts or items shown on the Tangible Net Worth Statement have been disputed, within 10 business days following the resolution of all such disputed amounts or items as provided herein. As used in this Agreement, the term "Tangible Net Worth" means the amount by which the sum of the book value of the assets (excluding goodwill and other intangible assets) of Corporation exceeds the sum of the book value of the liabilities of Corporation, calculated in accordance with generally accepted accounting principles ("GAAP"), consistently applied. Within ninety 90 days following the Closing Date, Stockholders and Stockholders' independent public accountants shall prepare and deliver to Purchaser Buyer a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as of setting forth the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be Tangible Net Worth (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory SurveyTangible Net Worth Statement"). Seller will permit an employeeDuring such period of 90 days, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and Buyer shall provide Stockholders and Stockholders' accountants reasonable access during normal business hours, upon reasonable advance notice, to Seller such books, the books and records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amountof Corporation; provided, however, that Purchaser Stockholders -------- ------- shall notify Seller schedule such access through an authorized representative of Buyer and in such a way as to avoid material disruption of the normal business of Corporation. For a period of 60 days after the date of delivery to Buyer of the Tangible Net Worth Statement, Stockholders shall provide Buyer and Buyer's accountants reasonable access during normal business hours, upon reasonable advance notice, to the work papers used by Stockholders and Stockholders' accountants in preparing the Tangible Net Worth Statement. Unless Buyer notifies Stockholders in writing within 60 days after delivery to Buyer of the disputed amountTangible Net Worth Statement that Buyer disputes one or more amounts or items shown on the Tangible Net Worth Statement, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts Tangible Net Worth Statement shall be final, conclusive and binding and conclusive on the partiesparties hereto. If Purchaser Buyer notifies Stockholders in writing within 60 days after delivery to Buyer of the Tangible Net Worth Statement that Buyer disputes one or more amounts or items shown on the Tangible Net Worth Statement, then Buyer and Seller Stockholders shall promptly thereafter meet in good faith to attempt to resolve any and all such disputed amounts or items. If Buyer and Stockholders are unable to reach agree upon a resolution of any disputed amount within 15 days after receipt by Buyer of Stockholders' notice regarding the existence of such differences within 30 days disputed amount or item, then such disputed amount or item shall be resolved by an independent nationally recognized accounting firm, selected by mutual agreement of receipt Buyer and Stockholders, which is not then providing, and has not provided during the one- year period immediately preceding the Closing Date, services to any of Purchaser(i) Buyer, or any of its affiliates or (ii) Corporation, or any of its affiliates ( "Independent Accountants"). If Buyer and Stockholders are unable to agree on mutually acceptable Independent Accountants during the 15 day period referred to in the immediately preceding sentence, then such Independent Accountants shall be selected by mutual agreement of Buyer's written notice independent public accountant and Stockholders' independent public accountant. The resolution of dispute to Seller, Purchaser such disputed amounts and Seller shall submit the amounts remaining in dispute for determination and resolution to items by the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report Accountants shall be final, conclusive and binding and conclusive on upon the parties hereto with respect to the amounts disputedparties. The fees and disbursements expenses of the Independent Accounting Firm Accountants shall be shared borne equally by Purchaser Buyer and SellerStockholders. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 sixty (60) days after the Closing, the Seller shall prepare and deliver to Purchaser the Buyer a statement (each, an the "Adjustment StatementADJUSTMENT STATEMENT") which reflects (i) with respect to any adjustment to the net book value, as reflected on the books of Seller as Purchase Price in respect of the Closing of all fuel inventory (FERC account no. 151) Purchased Assets and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be other items set forth on Schedule 3.2 (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory SurveyADJUSTMENT ASSETS"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each The Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as -as the Seller has historically used in connection with the calculation of the items value of the Adjustment Assets reflected on such Adjustment Statement. Purchaser The Buyer agrees to cooperate with the Seller in connection with the preparation of each the Adjustment Statement and related information, and shall provide to the Seller such bookshooks, records and information as may be reasonably requested from time to time. (b) Purchaser The Buyer may dispute an Inventory Adjustment Amount all or a Maintenance and Capital Expenditures part of the Adjustment Amount; : provided, however, that Purchaser the Buyer shall notify the Seller in writing of the disputed amount, and the basis of such dispute, within ten thirty (1030) Business Days days of Purchaserthe Buyer's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an the Adjustment Amount, Purchaser the Buyer and the Seller 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 the Buyer and the Seller are unable to reach a resolution of such differences within 30 thirty (30) days of receipt of Purchaserthe Buyer's written notice of dispute to the Seller, Purchaser the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 thirty (30) days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.hereto

Purchase Price Adjustment. (a) Within 30 days after No later than three (3) Business Days prior to the ClosingClosing Date, Seller the Company shall prepare and deliver to the Purchaser a statement (eachwritten estimate, an "Adjustment Statement") which reflects dated the date of its delivery, setting forth a good faith estimate by the Company of (i) the net book value, as reflected on Net Working Capital of the books of Seller Group Companies and the Blocker Companies as of the close of business on the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with Date, calculated without giving effect to the Thermal Units or the Hydro Units, as the case may be Transaction (the "Inventory Adjustment Amount"“Estimated Net Working Capital”), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount Group Companies’ and the Maintenance and Capital Expenditures Amount for Blocker Companies’ Indebtedness (including, but not limited to, the Closing is referred to collectively Blocker Company Indebtedness) as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days of immediately prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"“Estimated Indebtedness”). Seller will permit , (iii) the Group Companies’ and the Blocker Companies’ Cash and Cash Equivalents as of the close of business on the Closing Date (the “Estimated Cash and Cash Equivalents”), (iv) the Group Companies’ and the Blocker Companies’ Transaction Expenses as of immediately prior to the Closing (the “Estimated Transaction Expenses”) and (v) an employeeupdated Waterfall Spreadsheet that sets forth the amount payable at the Closing to each Seller, or representativesuch amounts to reflect any adjustment to the Gross Purchase Price pursuant to this Section 2.3(a), of Purchaser all in reasonable detail prepared in accordance with the Accounting Principles and, with respect to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items Net Working Capital, in a manner consistent with the illustration set forth in Exhibit A. For the sake of clarity, any item that is accounted for in one of the foregoing clauses (i) through (iv) shall not be accounted for in any other clause (i) through (iv). Exhibit A sets forth, for illustrative purposes only, the calculation of Net Working Capital as if the Closing occurred as of November 1, 2013 (using data as of the close of business on October 31, 2013). For purposes of calculating Net Working Capital, (A) whether or not the date as of which Net Working Capital is required to be calculated hereunder coincides with a fiscal quarter-end of the Group Companies or the Blocker Companies, Net Working Capital shall be calculated using customary fiscal quarter-end close procedures for the preparation thereof, including procedures with respect to accruals and adjustments, and (B) the results of the physical inventory of the Group Companies described in Section 7.17 shall have been reflected in the Company’s inventory as of the date of such physical inventory. The Purchaser shall be entitled to review, comment on such Adjustment Statement. Purchaser agrees and request reasonable changes to the estimate of the Estimated Net Working Capital, Estimated Cash and Cash Equivalents, Estimated Indebtedness and Estimated Transaction Expenses, and Company shall cooperate with Seller the Purchaser in connection with therewith and consider the preparation Purchaser’s proposed changes to the estimated statements in good faith. If the Estimated Net Working Capital is less than the Target Net Working Capital Amount, then the Gross Purchase Price payable on the Closing Date shall be reduced by the amount of each such deficiency. If the Estimated Net Working Capital is greater than the Target Net Working Capital Amount, then the Gross Purchase Price payable on the Closing Date shall be increased by the amount of such difference. Any increase or decrease to the Gross Purchase Price pursuant to this Section 2.3(a) shall be referred to herein as the “Estimated Closing Net Working Capital Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timeAmount”. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; providedAs promptly as practicable, howeverbut no later than seventy-five (75) calendar days after the Closing Date, that the Purchaser shall notify Seller in writing cause to be prepared and delivered to the Sellers’ Representative a closing statement certified by the Chief Financial Officer of the disputed amountPurchaser (the “Closing Statement”) setting forth the Purchaser’s calculation of (i) the Net Working Capital of the Group Companies and the Blocker Companies as of the close of business on the Closing Date, calculated without giving effect to the Transaction (“Closing Net Working Capital”), (ii) the Group Companies’ and the Blocker Companies’ Indebtedness (including, but not limited to, the Blocker Company Indebtedness) as of immediately prior to the Closing (the “Closing Indebtedness”), (iii) the Group Companies’ and the Blocker Companies’ Cash and Cash Equivalents as of the close of business on the Closing Date (the “Closing Cash and Cash Equivalents”) and (iv) the Group Companies’ and the Blocker Companies’ Transaction Expenses as of immediately prior to the Closing (the “Closing Transaction Expenses” and, together with the Closing Net Working Capital, the Closing Indebtedness and the Closing Cash and Cash Equivalents, the “Closing Adjustments”), all in reasonable detail prepared in accordance with the Accounting Principles and, with respect to the calculation of the Net Working Capital, in a manner consistent with the illustration set forth in Exhibit A. For the sake of clarity, any item that is accounted for in one of the foregoing Closing Adjustments shall not be accounted for in any other Closing Adjustment, and the basis results of the physical inventory of the Group Companies described in Section 7.17 shall be updated as of the Closing in accordance with the Group Companies’ past practices to account for any change in the Group Companies’ inventory between the date of such disputephysical inventory and the Closing Date. (c) If the Sellers’ Representative disagrees with the Purchaser’s calculation of any or all of the Closing Adjustments set forth in the Closing Statement, the Sellers’ Representative may, within forty-five (45) calendar days after the Sellers’ Representative’s receipt of the Closing Statement, deliver a notice executed by the Sellers’ Representative to the Purchaser disagreeing with such calculation and setting forth the Sellers’ Representative’s calculation of such amount. During such forty-five (45) day period, the Purchaser and the Company shall on a timely basis provide to the Sellers’ Representative and its authorized representatives, upon reasonable notice, reasonable access to all records (and financial staff of the Purchaser and the Company who were involved in the preparation of the Closing Statement) and the Company’s outside accountants and their work papers and other documents used in preparing the Closing Statement. If the Sellers’ Representative fails to object in writing to the calculation of all or any portion of the Closing Adjustments within such forty-five (45) calendar day period, the Sellers’ Representative will be deemed conclusively to have agreed to all or such portion of that calculation and that calculation or portion thereof shall be final and binding upon the Purchaser and the Sellers. (d) If a notice of disagreement is delivered pursuant to Section 2.3(c), the Sellers’ Representative and the Purchaser shall, during the thirty (30) calendar days following such delivery (or such longer period as they may mutually agree), use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Adjustments. During such thirty (30) day period, the Purchaser and the Company shall on a timely basis provide to the Sellers’ Representative and its authorized representatives, upon reasonable notice, reasonable access to all records (and financial staff of the Purchaser and the Company who were involved in the preparation of the Closing Statement) and the Company’s outside accountants and their work papers and other documents used in preparing the Closing Statement. If, after such thirty (30) day period, the Sellers’ Representative and the Purchaser are unable to reach an agreement, the Sellers’ Representative or the Purchaser may request that the dispute be resolved by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Accounting Referee”) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm (other than Deloitte Touche Tohmatsu Limited, KPMG International Cooperative, PricewaterhouseCoopers LLP, Ernst & Young Americas LLC or any of their Affiliates) as shall be agreed upon in writing by the Sellers’ Representative and the Purchaser or, if no such agreement can be reached, the Sellers’ Representative and the Purchaser shall, within ten (10) Business Days days thereof, each select a candidate that satisfies the foregoing criteria and the two candidates shall promptly select a third candidate that satisfies the foregoing criteria who shall be appointed as Accounting Referee in lieu of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, in which case each such party shall submit materials in support of their position to the Accounting Referee who shall review this Agreement and the disputed items or amounts for the purpose of resolving the disputed Closing Adjustments. The Accounting Referee shall deliver to the Sellers’ Representative and the Purchaser's receipt , as promptly as practicable (but in any case no later than thirty (30) calendar days from the date of engagement of the applicable Accounting Referee), a report setting forth its calculation of the final amount of each of the Closing Adjustments which shall not be less or more (as applicable) than the amount of each Closing Adjustment Statement. In shown in the event of a dispute with respect Closing Statement nor less or more (as applicable) than the amount thereof shown in the Sellers’ Representative’s calculation delivered pursuant to any part of an Adjustment Amount, Purchaser Section 2.3(c) and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution limited to the Independent Accounting Firm, matters which shall be instructed the Sellers’ Representative disputed in its calculation delivered pursuant to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such Section 2.3(c). Such report shall be final, final and binding upon the Sellers and conclusive on the parties hereto with respect to the amounts disputedPurchaser. The fees and disbursements costs of the Independent Accounting Firm Referee shall be shared equally payable (i) by the Sellers (in proportion to their respective Pro Rata Percentage), on the one hand and (ii) by the Purchaser, on the other hand, on the basis, for each such party, of the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party (as specified in the supporting materials that each of the Purchaser and SellerSellers’ Representative furnished to the Accounting Referee), as determined by the Accounting Referee. (ce) Within ten (10) Business Days after The Sellers’ Representative, the Purchaser's receipt , the Group Companies and the Blocker Companies shall, and shall cause their respective representatives to, cooperate and assist in the preparation of an Adjustment the Closing Statement, the calculation of the Closing Adjustments and in the conduct of the review referred to in Section 2.3(d), including, without limitation, making available as necessary relevant books, records, work papers and personnel. (f) Upon determination of the Net Closing Adjustment Amount: (A) if the amount of the Net Closing Adjustment Amount is a positive number, the Gross Purchase Price shall be increased by the absolute value of the Net Closing Adjustment Amount, and the Purchaser shall pay all undisputed amounts, such amount to the Sellers in the manner provided in Section 2.3(g); or (B) if there the Net Closing Adjustment Amount is a dispute with respect negative number, the Gross Purchase Price shall be decreased by the absolute value of the Net Closing Adjustment Amount, and such amount shall be paid to any amount of such Adjustment Statement the Purchaser, to the extent available, from the Escrow Amount, in the manner provided in Section 2.3(g). (g) Any payment pursuant to Section 2.3(f) shall be made within five (5) Business Days after the final determination Net Closing Adjustment Amount has been determined: (i) In the case of any amounts on payment due from the Purchaser to the Sellers pursuant to Section 2.3(f), to the extent that the Purchaser has insufficient funds, Post shall fund the Purchaser with a cash payment equal to such Adjustment Statementamount, which the Purchaser shall thereafter pay to Seller an amount equal the Sellers by wire transfer of immediately available funds to the disputed Adjustment Amount as finally determined account(s) designated in writing by each Seller in accordance with the Waterfall Spreadsheet. (ii) In the case of any payment due from the Sellers to be payable with respect the Purchaser, the Sellers’ Representative and the Purchaser shall jointly instruct the Escrow Agent to such Adjustment Statement. All Adjustment Statement payments shall be less release the Estimated Adjustment payment due to the Purchaser from the Escrow Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 days As soon as practicable, but in any event within 90 days, after the ClosingClosing Date, Seller shall Purchaser will prepare and deliver to Purchaser a statement (each, Seller an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as unaudited balance sheet of the Business as at the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be Date (the "Inventory Adjustment AmountClosing Balance Sheet"). The Closing Balance Sheet shall reflect the Assets and the Assumed Liabilities, and with respect to such items shall be prepared in accordance with Generally Accepted Accounting Principles ("GAAP"), using the same accounting methods, policies, practices and procedures with consistent classifications, judgments and valuation and estimation methodologies as used in the preparation of the Financial Statements (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"hereinafter defined). Seller will permit an employee, or representative, shall provide Purchaser with full access to the books and records of the Business necessary for Purchaser to observe prepare the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related informationClosing Balance Sheet, and Purchaser shall provide Seller with full access to Seller such the books, records and information work papers used by Purchaser in preparing the Closing Balance Sheet. Based upon the Closing Balance Sheet and in a manner consistent as may be reasonably requested from time to time. (bmethodology used in determining reserves as that used in the determination of the $10,500,000 estimated net asset value referred to in Subsection 2.02(b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance hereof, Seller and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing jointly determine, within 15 days of delivery of the disputed amountClosing Balance Sheet to Seller, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt book value of the applicable Adjustment Statement. In Assets excluding all liabilities other than the event of a dispute with respect to any part of an Adjustment AmountAssumed Liabilities, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on at the partiesClosing Date (the "Net Asset Value"). If Purchaser and Seller have not agreed on the Net Asset Value within such 15-day period, Purchaser shall cause its independent public accountants to meet with Seller's independent public accountants in an attempt to resolve any differences, other than differences concerning the value of the cores in the Inventory. If such independent public accountants are unable to reach resolve the differences, then the issues in dispute shall be submitted to a resolution third firm of independent public accountants selected by Seller's and Purchaser's independent public accountants for resolution, and the determination of such differences within 30 days third firm of receipt of Purchaser's written notice of dispute independent public accountants shall be final and binding upon the parties. Notwithstanding anything to Sellerthe contrary set forth above, if Purchaser and Seller shall submit do not agree on the amounts remaining value of the cores in dispute for determination and resolution to the Independent Accounting FirmInventory, which then MB Valuations shall be instructed to determine and report to engaged for the parties, within 30 days after purpose of performing a valuation of such submission, upon such remaining disputed amounts, and such report cores based on an orderly liquidation appraisal. The determination of MB Valuations shall be final, final and binding and conclusive on upon 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) reflected in the "Money Rates" section on the date computation of Closing, and in immediately available United States fundsNet Asset Value.

Purchase Price Adjustment. (a) Within 30 days after On or before March 31, 2003, the Closing, Seller shall Buyer will prepare and deliver to Purchaser a statement (eachthe Seller financial statements of the Company for the fiscal year of the Company ending on December 31, an "Adjustment Statement") which reflects (i) 2002 including schedules showing the net book valuecalculations of the Cash Component, as reflected on the books of Seller Accounts Receivable Component, the Payables Component and Agency Revenue as of and for the Closing of all fuel inventory year ended December 31, 2002 (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Unitscollectively, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory SurveyFinancial Statements"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement The Closing Financial Statements shall be prepared using on the same basis of United States generally accepted accounting principles, policies and methods as consistently applied ("GAAP"). If within thirty (30) days following delivery of the Closing Financial Statements, the Seller has historically not given the Buyer written notice of the Seller's objection to the Closing Financial Statements (which notice shall state the basis for the Seller's objection), then the Closing Financial Statements shall be binding and conclusive on the parties and shall be used in connection with computing any adjustment to the calculation Purchase Price provided in this Section 2.3 and in Section 2.5. If the Seller duly gives the Buyer such notice of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related informationobjection, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of if the disputed amount, Buyer and the basis of such dispute, Seller fail to resolve the issues outstanding with respect to the Closing Financial Statements within ten (10) Business Days business days of Purchaser's receipt of notice of such objection, then the applicable Adjustment Statement. In Buyer and the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt submit the issues remaining in dispute to reconcile their differences and any resolution Ernst & Young (the "Independent Accountants") for resolution. The determination by them as to any disputed amounts the Independent Accountants shall be final, binding and conclusive on the parties. If Purchaser The Seller and Seller are unable to reach a resolution the Buyer will each bear fifty percent (50%) of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements costs of the Independent Accounting Firm Accountants for such determination. (b) For all purposes of calculating the Estimated Accounts Receivable Component and the Accounts Receivable Component, Accounts Receivable aged ninety (90) days or over on the Closing Date (the "Non-Valued Receivables") will be deemed to have no value and such Non-Valued Receivables shall not be shared equally by Purchaser and Sellertaken into account in determining the Purchase Price. (c) Within If the actual Accounts Receivable Component determined in accordance with subparagraph (a) of this Section 2.3 exceeds the Estimated Accounts Receivable Component, then the Buyer shall pay the Seller the difference between such amounts. If the Estimated Accounts Receivable Component exceeds the actual Accounts Receivable Component, then the Seller shall pay the Buyer the difference between such amounts. (d) If the actual Cash Component determined in accordance with subparagraph (a) of this Section 2.3 exceeds the Estimated Cash Component, then the Buyer shall pay the Seller the difference between such amounts. If the Estimated Cash Component exceeds the actual Cash Component, then the Seller shall pay the Buyer the difference between such amounts. (e) If the actual Payables Component determined in accordance with subparagraph (a) of this Section 2.3 exceeds the Estimated Payables Component, then the Seller shall pay the Buyer the difference between such amounts. If the Estimated Payables Component exceeds the actual Payables Component, then the Buyer shall pay the Seller the difference between such amounts. (f) Any net payment required to be made pursuant to subparagraphs (c), (d) and (e) above shall be made by wire transfer of immediately available funds within ten (10) Business Days after Purchaser's receipt business days of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on the Closing Financial Statements pursuant to subparagraph (a) above. Notwithstanding the foregoing, in the event the Seller gives the Buyer a notice of objection that indicates that a portion of such Adjustment Statementnet payment is not in dispute, Purchaser then the undisputed portion of the payment shall pay to be made by the Seller an amount equal or the Buyer, as the case may be, within ten (10) business days after the notice of objection is delivered by the Seller to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsBuyer.

Purchase Price Adjustment. (ai) Within 30 sixty (60) days after of the Closing and determined as of the Closing, Seller shall at its expense cause an audit for the purpose of preparing a statement of Subject Assets acquired and Assumed Liabilities (the "Closing Statement of Assets and Liabilities") in the form attached hereto as Exhibit 1.3. Within five (5) days following completion of such audit, Seller shall prepare and deliver the Closing Statement of Assets and Liabilities to Purchaser Buyer. The Closing Statement of Assets and Liabilities shall be accompanied by a check or wire transfer of an amount equal to the "Net Worth Difference" (as defined below), if any, together with interest as described in Section 1.3(a)(iv). It is understood by the parties hereto that any such payment may not represent payment in full of the final Purchase Price, which such final Purchase Price shall be determined as provided in this Section 1.3. Said Statement shall (x) be complete and correct in all material respects, (y) represent a fair statement of the Subject Assets and Assumed Liabilities in all material respects and (eachz) be prepared on the same basis, an "Adjustment Statement") which reflects and in accordance with generally accepted accounting principles using the same methods and procedures applied on a basis consistent with the methods and procedures used to prepare the Base Balance Sheet. In addition, in preparing the Closing Statement of Assets and Liabilities, reserve levels, including reserves and allowances for accounts receivables, inventories, warranty claims, and other items, shall be determined on a basis consistent with that used to determine such reserves in the Base Balance Sheet, adjusted only for changes in circumstances, such as known bad debts, increases in dollar amount or quantities, or identified potential liabilities. Notwithstanding the foregoing, the parties hereto agree as follows: (i) the net book value, as reflected "Accrued warranty reserve" on the books Closing Statement of Assets and Liabilities shall remain at $219,630 and not be reduced; (ii) the "Obsolescense reserve" on the Closing Statement of Assets and Liabilities shall be the sum of $591,992 from the Base Balance Sheet plus $439,000 that was recorded during the quarter ended June 30, 1997; (iii) the inventory accounts on the Closing Statement of Assets and Liabilities shall not be adjusted upward by $165,000 which Seller and Stockholder have indicated they believe is an amount by which such accounts in the aggregate were understated on the Base Balance Sheet on account of overhead; and (iv) the fixed asset depreciation accounts on the Closing Statement of Assets and Liabilities shall not be adjusted downward by $35,000 which amount Seller and Stockholder have indicated they believe is an amount by which such accounts in the aggregate were overstated on the Base Balance Sheet. Buyer's accountants will be provided reasonable and timely access to the audit working papers of Seller's accountants documenting the procedures they performed in forming their opinion on the Closing Statement of Assets and Liabilities. (ii) If the amount of total Subject Assets less Assumed Liabilities ("Net Worth") as shown on the Closing Statement of Assets and Liabilities is less than $8,110,000 (such difference, the "Net Worth Difference") then the Purchase Price shall be equal to the Estimated Purchase Price decreased by the Net Worth Difference. (iii) If Buyer disagrees with the Closing Statement of Assets and Liabilities, Buyer shall, within forty-five (45) days after receipt thereof, furnish to Seller a written statement of such disagreement, together with an explanation of the Closing reasons therefor. The parties hereto shall first use commercially reasonable efforts to resolve such disagreement among themselves. If the parties are unable to resolve the dispute within ten (10) business days after delivery of such notification, the dispute shall be submitted to accountants other than Ernst & Young LLP or Deloitte & Touche LLP jointly selected by Buyer and Seller (the "Accountants"). The Accountants shall be instructed to apply the same methods, policies and procedures as were applied in preparing the Base Balance Sheet. The determination of the Accountants as to the resolution of any dispute shall be binding and conclusive upon all fuel inventory (FERC account noparties hereto. 151All determinations pursuant to this Section 1.3(b)(iii) shall be in writing and stores inventory (FERC account noshall be delivered to Buyer and Seller. 154Any adjustment to the Estimated Purchase Price made pursuant to this Section 1.3(b) used at or may be entered in and enforced by any court having jurisdiction thereover. The fees and expenses of the Accountants in connection with the Thermal Units or resolution of disputes pursuant to this Section 1.3(b)(iii) shall be borne equally by the Hydro UnitsBuyer and Seller. (iv) If, as the case may be (the "Inventory Adjustment Amount"pursuant to Section 1.3(b)(ii), the Purchase Price is less than the Estimated Purchase Price, the difference (less any adjustment amount previously paid pursuant to Section 1.3(a)(i)), together with interest thereon at the base lending rate as announced by BankBoston at its headquarters and in effect from time to time plus one percent (1%), calculated daily, from the Closing to the payment of such difference, shall be paid by Seller to Buyer. Any cash amount due to Buyer shall be paid or delivered within five (5) business days after the later of (i) delivery of the Closing Statement of Assets and Liabilities and (ii) the Maintenance and Capital Expenditures Amount applicable to earlier of (A) the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted resolution of any dispute by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser Buyer and Seller shall attempt following notification of their disagreement or (B) a determination by the Accountants pursuant to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the partiesSection 1.3(b)(iii) above. If Purchaser and Seller are unable to reach a resolution of Any such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such cash amount shall be less than zero, then within five (5) Business Days after the final determination paid by wire transfer of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsfunds to an account designated by Buyer.

Purchase Price Adjustment. (a) Within 30 days after At least two (2) Business Days before the Closing, the Seller shall prepare and deliver to Purchaser Buyer a statement (eachsetting forth its calculation of the Closing Date Payment, an "Adjustment Statement") which reflects together with: (i) a schedule of its good faith estimate of all unpaid Company Indebtedness (the net book value“Estimated Company Indebtedness”) that specifies the amount of Company Indebtedness that is to be repaid to each lender or other holder of Indebtedness at the Closing (the “Company Indebtedness Payoff Schedule”) together with payoff letters from each lender and other holders of Indebtedness identified on the Company Indebtedness Payoff Schedule, which payoff letters shall state the amount of the Company Indebtedness owed to such lender or other holder and that, if such amount is paid to such lender or other holder on the Closing Date, such lender or other holder, as reflected on applicable, shall release any and all Encumbrances that it may have with respect to the books Acquired Companies and their respective assets); (ii) a schedule of Seller its good faith estimate of all unpaid Company Transaction Expenses (the “Estimated Company Transaction Expenses”) and payees thereof (the “Company Transaction Expense Schedule”); (iii) its reasonably detailed good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated consolidated balance sheet of the Acquired Companies as of the close of business on the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or Date prepared in connection accordance with the Thermal Units or Accounting Principles (without giving effect to the Hydro Units, as the case may be (the "Inventory Adjustment Amount"transactions contemplated herein), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the a calculation of the items reflected on such Adjustment Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement. Purchaser agrees to cooperate with Seller ”); (iv) its good faith estimate of Cash and Cash Equivalents of the Company (the “Estimated Cash and Cash Equivalents”); and (v) a certificate of the Chief Financial Officer of the Company that the Estimated Closing Working Capital Statement was prepared in connection accordance with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timeAccounting Principles. (b) Purchaser may dispute At the Closing, the Purchase Price shall be adjusted in the following manner: (i) either (1) an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of increase by the disputed amount, and if any, by which the basis of such disputeEstimated Closing Working Capital (as determined in accordance with Section 2.5(a)) is greater than the Target Working Capital, within ten or (102) Business Days of Purchaser's receipt of a decrease by the applicable Adjustment Statement. In amount, if any, by which the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on Estimated Closing Working Capital is less than the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller.Target Working Capital; (cii) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after increase by the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined Cash and Cash Equivalents of the Company; (iii) a decrease by the amount equal to be payable with respect the unpaid Company Indebtedness, if any; and (iv) a decrease by the amount of the unpaid Company Transaction Expenses. The net amount after giving effect to such Adjustment Statement. All Adjustment Statement payments the adjustments listed above shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of “Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsDate Payment.”

Purchase Price Adjustment. (a) Within 30 60 days after the ClosingClosing Date, Seller shall prepare cause to be prepared and shall deliver to Purchaser a statement balance sheet of the Division (eachthe "CLOSING BALANCE SHEET"), an "Adjustment Statement") as of the close of business on June 30, 1997, which reflects Closing Balance Sheet shall (i) not include Excluded Assets or Excluded Liabilities, (ii) not include an accrual for vacation benefits, (iii) be prepared in a manner consistent with the net book value, as reflected on the books of Seller as preparation of the Closing March Balance Sheet and, except as described on SCHEDULE 4.05 hereto, in accordance with GAAP, (iv) be audited by Coopers (under the supervision of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or Coopers audit partner who supervised the Hydro Units, as the case may be (the "Inventory Adjustment Amount"most recent audit of Seller's financial statements), and (iiv) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted accompanied by a statement prepared by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory SurveyNET ASSET VALUE STATEMENT"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation ) of the items reflected on Net Asset Value of the Division at such Adjustment Statementdate. Purchaser agrees to cooperate with Seller in In connection with the preparation of each Adjustment Statement and related informationthe Closing Balance Sheet, after the Closing Purchaser shall provide Seller with access to the Continued Employees (including without limitation temporary (contract) Continued Employees Jay ▇▇▇▇▇▇▇, ▇▇ke ▇▇▇▇▇▇ ▇▇▇ Dolo▇▇▇ ▇▇▇▇▇▇▇) ▇▇o, prior to the Closing, worked on the preparation of the Closing Balance Sheet, and such Continued Employees shall provide continue to work on the preparation of the Closing Balance Sheet and shall assist Seller in the review and finalization by Seller of such books, records and information as may be reasonably requested from time to timeClosing Balance Sheet. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing A physical count of the disputed amount, and the basis of such dispute, within ten inventory (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firmextent necessary for audited financial statements) has been conducted by Seller prior to and as close as practicable to June 30, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest 1997 for the period commencing on purpose of preparing the date Closing Balance Sheet. A copy of Closing through the date of payment, calculated at the prime rate for domestic banks as published all documents prepared in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.connection with such inventory

Purchase Price Adjustment. (a) (i) Within 30 days after the ClosingClosing Date, Seller shall prepare and deliver to Purchaser an unaudited consolidated balance sheet of the Company as of the close of business on the day immediately preceding the Closing Date and a statement (each, an "Adjustment the “Seller Statement"”) which reflects (i) the net book value, as reflected on the books of Seller setting forth Tangible Net Worth as of the close of business on the day immediately preceding the Closing of all fuel inventory Date (FERC account no. 151“Closing Tangible Net Worth”) and stores inventory Accounts Receivable as of the close of business on the day immediately preceding the Closing Date (FERC account no. 154) used at or “Closing Accounts Receivable”), together with a certificate of Seller that the Seller Statement has been prepared in connection compliance with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount")requirements of this Section 1.04. Purchaser shall assist, and (ii) shall cause the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount Company and the Maintenance and Capital Expenditures Amount for the Closing is referred Subsidiaries to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employeeassist, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment the Seller Statement and related information, and shall provide Seller reasonable access to the personnel, properties, books and records of the Company and the Subsidiaries relevant for such purpose. Purchaser and Purchaser’s independent auditors may participate in the preparation of the Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures AmountStatement; provided, however, that Purchaser acknowledges that Seller shall notify have the primary responsibility and authority for preparing the Seller Statement. (ii) If the Closing occurs prior to 11:59 p.m. on July 22, 2005, on or prior to August 15, 2005, Purchaser shall prepare and deliver to Seller a statement (the “Purchaser Statement” and, together with the Seller Statement, collectively the “Statements” and individually a “Statement”), setting forth Accounts Receivable as of the close of business on July 29, 2005 (the “July 29 A/R Amount”), together with a certificate of Purchaser that the Purchaser Statement has been prepared in compliance with the requirements of this Section 1.04. The parties acknowledge that the July 29 A/R Amount set forth in the Purchaser Statement may be based on Purchaser’s assumption that the amount of the Closing Accounts Receivable as reflected in the Company’s books and records on the Closing Date or in the Seller Statement, as applicable, is correct and that in any Notice of Disagreement which may be delivered by the Purchaser pursuant to paragraph (b) below, Purchaser may revise its calculation of the July 29 A/R Amount to reflect the effect thereon of any disagreement raised by Purchaser with respect to the Closing Accounts Receivable as set forth in the Seller Statement. Seller and Seller’s independent auditors may participate in the preparation of the Purchaser Statement; provided, however, that Seller acknowledges that Purchaser shall have the primary responsibility and authority for preparing the Purchaser Statement. (b) During the 30-day period following the later of the date of Purchaser’s receipt of the Seller Statement and the date of Seller’s receipt of the Purchaser Statement (such later date, the “Trigger Date”), each party and its independent auditors shall be permitted to review the working papers relating to the Statement prepared by the other party and each party shall provide to the other party and its independent auditors reasonable access to its personnel, properties, books and records relevant for such purpose. Each Statement shall become final and binding upon the parties on the 30th day following the Trigger Date, unless the party that received such Statement gives written notice of its disagreement with such Statement (a “Notice of Disagreement”) to the party that prepared such Statement prior to such 30th day following the Trigger Date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or (A) in the case of a disagreement by Purchaser with the Seller Statement, based on Closing Tangible Net Worth or Closing Accounts Receivable not being calculated in accordance with this Section 1.04 (and Purchaser may revise its calculation of the July 29 A/R Amount set forth originally in the Purchaser Statement to reflect the effect thereon of any such disagreement with respect to the calculation of Closing Accounts Receivable set forth in the Seller Statement), or (B) in the case of a disagreement by Seller with the Purchaser Statement, based on the July 29 A/R Amount not being calculated in accordance with this Section 1.04, and (iii) be accompanied by a certificate of such party that it has complied with Section 1.04(e). If a Notice of Disagreement with respect to either Statement is received by the party that prepared such Statement in a timely manner, then such Statement (as revised in accordance with this sentence) shall become final and binding upon Seller and Purchaser on the earlier of (A) the date Seller and Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. During such period the party that prepared the relevant Statement and its auditors shall have access to the personnel, properties, books and records of the disputed amountparty that delivered the Notice of Disagreement and the working papers of such party (and, if they have participated in such party’s preparation of the Notice of Disagreement, the working papers of such party’s auditors prepared in connection with their review of the Notice of Disagreement). At the end of such 30-day period, Seller and Purchaser shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The Accounting Firm shall be Ernst & Young LLP or, if such firm is unable or unwilling to act or has at that time or at any time within the preceding twelve months had any not insignificant retention by either Purchaser or Seller or their affiliates, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing (if the parties are unable to agree, Seller and Purchaser shall each select a nationally recognized independent public accounting firm and those two firms shall select a third such firm, in which event the “Accounting Firm” shall mean the third such firm). Seller and Purchaser shall instruct the Accounting Firm to render its decision by selecting either the position of Seller or Purchaser as to each matter submitted to the Accounting Firm, and the basis Accounting Firm shall not be permitted to reach a decision as to any matter other than the position of such dispute, Seller or Purchaser. Seller and Purchaser agree to use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters submitted to the Accounting Firm within ten (10) Business Days of Purchaser's receipt 30 days following submission. Judgment may be entered upon the determination of the applicable Adjustment StatementAccounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. In Except as provided in the event next sentence, the cost of a dispute with respect any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to any part of an Adjustment Amount, this Section 1.04 shall be borne by Purchaser and Seller shall attempt to reconcile their differences and any resolution by them in inverse proportion as to any disputed amounts shall be final, binding and conclusive they may prevail on the parties. If Purchaser and Seller are unable to reach a resolution value of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to matters determined by the Independent Accounting Firm, which proportionate allocations shall also be instructed to determine and report to determined by the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive Accounting Firm at the time the determination of the Accounting Firm is rendered on the parties hereto with respect merits of the matters submitted to the amounts disputedit. The fees and disbursements of Seller’s independent auditors incurred in connection with their review of the Independent Accounting Firm Statements and preparation, review or resolution of any Notice of Disagreement shall be shared equally borne by Purchaser Seller, and Sellerthe fees and disbursements of Purchaser’s independent auditors incurred in connection with their review of the Statements and the preparation, review or resolution of any Notice of Disagreement shall be borne by Purchaser. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments The Purchase Price shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5i) Business Days after the final determination of such amount Seller will pay to Purchaser increased by the amount by which such Closing Tangible Net Worth exceeds $27,661,000 (the “TNW Amount”), provided that the Purchase Price shall not be increased by more than $3,750,000 pursuant to this clause (i), (ii) decreased by the amount by which Closing Tangible Net Worth is less than zerothe TNW Amount, and (iii) if the Closing occurs prior to 11:59 p.m. on July 22, 2005, increased by the Applicable Percentage of the amount by which the July 29 A/R Amount exceeds Closing Accounts Receivable, provided that the Purchase Price shall not be increased by more than $2,500,000 pursuant to this clause (iii) (the Purchase Price as so increased or decreased pursuant to clauses (i), (ii) and (iii) shall hereinafter be referred to as the “Adjusted Purchase Price”). Any If the Closing Date Amount is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Amount is more than the Adjusted Purchase Price, Seller shall, within 10 business days after the first date on which both Statements have become final and binding on the parties, make payment by wire transfer in immediately available funds of the amount paid under this Section 1.04 shall be paid of such difference, together with interest for thereon at a rate equal to the period commencing rate of interest from time to time announced publicly by Citibank, N.A. as its prime rate, calculated on the date basis of the actual number of days elapsed divided by 365, from (x) the Closing through Date to the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on case of any such difference attributable to the difference between Seller’s estimate delivered prior to the Closing pursuant to Section 1.03(b) of the adjustments set forth in clauses (i) and (ii) of the foregoing sentence and the final determination thereof, and (y) from July 29, 2005 to the date of Closingpayment, in the case of any such difference attributable to the adjustment set forth in clause (iii) of the foregoing sentence. (d) The term “Tangible Net Worth” means Total Tangible Assets minus Total Liabilities. The term “Total Tangible Assets” means the consolidated total assets of the Company and in immediately available United States funds.its consolidated subsidiaries after deducting consolidated goodwill and other intangible assets, net, of the Company and its consolidated subsidiaries, the term “Total Liabilities” means the consolidated total liabilities of the Company and its

Purchase Price Adjustment. (a) Within 30 90 calendar days after the ClosingClosing Date, Seller Purchaser shall prepare and deliver to Purchaser Seller a statement (each, an the "Adjustment Statement") which reflects (i) in the net book value, as reflected on the books of Seller form set forth in Schedule 1.04 setting forth Working Capital as of the Effective Time ("Closing of all fuel inventory (FERC account no. 151Working Capital") and stores inventory (FERC account no. 154) used at or the Statement will contain a certification from Purchaser that it has prepared the Statement in connection compliance with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), requirements of this Section 1.04 and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timeSchedule 1.04. (b) During the 90 calendar day period following Purchaser's delivery of the Statement, Seller and its independent auditors shall be permitted to review the working papers of Purchaser may dispute an Inventory Adjustment Amount and the Company relating to the Statement. The Statement shall become final and binding upon the parties on the 90th calendar day following delivery thereof, unless Seller gives written notice of its disagreement with the Statement (a "Notice of Disagreement") to Purchaser prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on Closing Working Capital not being calculated in accordance with this Section 1.04. If a Maintenance Notice of Disagreement is received by Purchaser within the 90 calendar day period referred to above, then the Statement (as revised in accordance with this sentence) shall become final and Capital Expenditures Amount; provided, however, that binding upon the parties on the earlier of (A) the date Purchaser shall notify and Seller resolve in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute any differences they have with respect to any part the matters specified in the Notice of an Adjustment AmountDisagreement and (B) the date all such disputed matters are finally resolved in writing by the Independent Expert pursuant to the procedures set forth in this Section 1.04. During the 90 calendar day period following the delivery of a Notice of Disagreement, Purchaser and Seller shall attempt seek in good faith to reconcile their resolve in writing any differences and any resolution by them as that they may have with respect to any disputed amounts shall be final, binding and conclusive on the partiesmatters specified in the Notice of Disagreement. If Purchaser and Seller are unable to reach a resolution At the end of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller90 calendar day period, Purchaser and Seller shall submit to an independent accounting firm (the amounts remaining "Independent Expert") for arbitration any and all matters that remain in dispute and (i) were included in the Notice of Disagreement and (ii) if applicable, any matters which Seller or Purchaser believe should be reflected in Closing Working Capital as a consequence of the adjustments proposed in the Notice of Disagreement (any such matters to be notified by Seller or Purchaser (as applicable) to the other party no later than 7 calendar days before being submitted to the Independent Expert). The Independent Expert shall be an internationally recognized independent public accounting firm as agreed upon by ▇▇▇▇▇▇▇▇▇ and Seller in writing. Purchaser and Seller shall each instruct the Independent Expert and use their respective commercially reasonable efforts (at their own expense) to cause the Independent Expert to render a decision resolving the matters submitted to it pursuant to this Section 1.04(b) as soon as practicable, and in any event within 90 calendar days following submission. (c) The scope of the disputes to be resolved by the Independent Expert shall be limited to (i) whether the Statement was prepared in accordance with the Balance Sheet Principles with respect to the matters that were submitted for determination and resolution to the Independent Expert, (ii) whether there were mathematical errors in the Statement and (iii) the interest calculation in accordance with Section 1.04(g). The Independent Expert is not authorized to, and shall not, make any other determination, including (A) any determination with respect to any matter included in the Statement or the Notice of Disagreement that was not submitted for resolution to the Independent Expert, (B) any determination as to whether United States Generally Accepted Accounting FirmPrinciples ("U.S. GAAP") followed for the Financial Statements or the Statement, which (C) any determination as to the accuracy of Section 3.05 or any other representation or warranty in this Agreement, (D) any determination as to compliance by the Company, Purchaser or Seller with any of their respective covenants in this Agreement or (E) any determination that an issue was not properly included by Seller in the Notice of Disagreement. Any disputes not within the scope of disputes to be resolved by the Independent Expert pursuant to this Section 1.04(c) shall be instructed resolved as otherwise provided in this Agreement. Any determination by the Independent Expert, and any work or analyses performed by the Independent Expert, may not be offered as evidence in any suit, action or proceeding as evidence of a breach of Section 3.05, a breach of any other representation or warranty in this Agreement or a breach of any covenant in this Agreement (other than a breach of this Section 1.04). (d) ▇▇▇▇▇▇▇▇▇ and Seller will furnish to determine each other and report to the Independent Expert such work papers and other documents and information relating to the disputed items as the Independent Expert may request and are available to that party (or its independent public accountants) and will be afforded the opportunity to present to the Independent Expert any material related to the disputed items and to discuss the items with the Independent Expert. All matters or items delivered to the Independent Expert by a party shall be concurrently delivered to the other parties. None of the parties or any of their respective affiliates will meet or discuss any substantive matters with the Independent Expert without the other party or its representatives present or having the opportunity following at least three business days' notice to be present, within 30 days after such submissioneither in person or by telephone. (e) The final determination by the Independent Expert of the matters submitted to it pursuant to Section 1.04(b) shall: (i) be in writing, (ii) include the Independent Expert's calculation of the Adjusted Purchase Price, (iii) include the Independent Expert's determination of each matter submitted to it pursuant to Section 1.04(b), (iv) include the Independent Expert's calculation of interest in accordance with Section 1.04(g) from and including the Closing Date to but excluding the date of determination and (v) include a brief summary of the Independent Expert's reasons for its determination of each issue. (f) The resolution of disputed items by the Independent Expert shall be final and binding upon such remaining disputed amountsthe parties (in the absence of manifest error, in which case the determination will be remitted to the Independent Expert for correction), and such report the determination of the Independent Expert shall be constitute an arbitral award that is final, binding and conclusive on non-appealable and upon which a judgment may be entered by a court having jurisdiction over the parties hereto with respect party against which such determination is to the amounts disputedbe enforced. The fees and disbursements expenses of the Independent Accounting Firm Expert incurred pursuant to this Section 1.04 shall be shared borne equally by Purchaser and Seller. For the avoidance of doubt, but subject to the last sentence of Section 6.01(c), any dispute as to whether the Statement and the calculation of Closing Working Capital were prepared in accordance with the Balance Sheet Principles shall be resolved pursuant to this Section 1.04, irrespective of whether such dispute may give rise to a claim for indemnification under Article VI. (cg) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments The Purchase Price shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser increased by the amount by which such Closing Working Capital exceeds £2,555,187 (the "Target WC Amount") or decreased by the amount by which Closing Working Capital is less than zerothe Target WC Amount (the Purchase Price, as so increased or decreased, the "Adjusted Purchase Price"). Any If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, within five business days after the Statement becomes final and binding on the parties, make payment to the other party by wire transfer in immediately available funds in pounds sterling of the amount paid under this Section 1.04 shall be paid of such difference, together with interest for thereon at the period commencing Bank of England's base rate from time to time plus 1 per cent per annum, to be calculated on the date basis of the actual number of calendar days elapsed from the Closing through Date to but not including the date of payment, calculated divided by 365; provided that if at any time the prime Bank of England's base rate is less than zero, it shall be deemed to be zero. Whenever conversion of values between pounds sterling and any currency other than pounds sterling for domestic banks a particular date or period shall be required for purposes of this Section 1.04(g), such conversion shall be made using the mid-market closing rate on the day before Closing as published in the London edition of the Financial Times on the Closing Date. (h) The Wall Street Journal (Northeast Edition) term "Working Capital" shall have the meaning set forth on Schedule 1.04 of the Seller Disclosure Schedule. For the avoidance of doubt but subject to Schedule 1.04, Closing Working Capital is to be calculated in the "Money Rates" section same way, using the same methods, as the line items comprising Working Capital on the date of ClosingBalance Sheet referenced in the definition thereof, and whether or not doing so is in immediately available United States fundsaccordance with U.S. GAAP or UK GAAP. The foregoing principles are referred to in this Agreement as the "Balance Sheet Principles".

Purchase Price Adjustment. (a) Within 30 days after the The Parties agree that, at Closing, Seller shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as sum of the Closing total consolidated current assets of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or Company minus the Hydro Units, as sum the case may be total consolidated current liabilities of the Company (the "Inventory Adjustment Amount"“Working Capital”) shall be equal to or greater than the average month-end working capital of the Company for months ended May 31, 2020 to April 30, 2021 (the “Target Working Capital”). The determination of Working Capital shall be calculated using the same methodologies, principles and procedures as set forth on Schedule 1.4(a), which shall be prepared and attached hereto no later than ten (ii10) days prior the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may beDue Diligence Expiration Date. The Inventory Adjustment Amount Buyer and the Maintenance and Shareholder shall mutually agree upon the final Target Working Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five amount at least ten (10) days prior to the Closing consistent with Seller's current inventory procedures “Due Diligence Expiration Date” (as hereinafter defined), and the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement same shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation a condition of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timeClosing. (b) Purchaser may dispute an Inventory Adjustment Amount On or before ninety (90) days after the Closing Buyer shall deliver a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing calculation of the disputed amountWorking Capital at the Closing together with all work papers and other information reasonably required by the Shareholder to evaluate such calculations, and shall provide the basis of such dispute, within ten (10) Business Days of Purchaser's receipt Shareholder with reasonable access to Buyer’s financial personnel who were responsible for the preparation of the applicable Adjustment Statementsame in order for the Shareholder to discuss and evaluate such calculations, work papers and information. The Buyer and the Shareholder shall mutually agree upon the final Working Capital amount. (c) If the Parties fail to mutually agree upon the final Working Capital amount within thirty (30) days after the delivery of the calculation of the Working Capital that existed as of the Closing, the Parties shall submit the issues remaining in dispute to their respective accountants to resolve. In the event that the accountants cannot resolve, each accountant will submit a list of five (5) independent accountants to resolve this matter. The first names that match on the lists shall be appointed to resolve the issues remaining in dispute (the “Independent Accountants”) for resolution of the dispute, which Independent Accountants shall have not represented or been engaged by either of the Parties prior to the submission of the dispute, and the Parties hereby agree that neither shall be permitted to engage such Independent Accountants for a dispute period of five (5) years after the date of the submission of the dispute. If issues are submitted to the Independent Accountants for resolution, (i) the Independent Accountants shall use the same methodologies, principles and procedures as set forth on Schedule 1.4(a); (ii) each Party shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with respect the Independent Accountants; (iii) the determination by the Independent Accountants, as set forth in a notice to any part be delivered by the Independent Accountants to the Shareholder and Buyer within thirty (30) days after the submission to the Independent Accountants of an Adjustment Amountthe issues remaining in dispute, Purchaser and Seller 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 Parties; and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit (iv) the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements expenses of the Independent Accounting Firm shall Accountants will be shared equally paid by Purchaser Shareholder, on the one hand, and SellerBuyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Shareholder or Buyer, respectively, bears to the aggregate amount actually contested by the Shareholder and Buyer. (cd) Within In the event that the Working Capital, at Closing, is greater than the Target Working Capital (such excess, the “Excess Working Capital Amount”), the Purchase Price shall increase by an amount equal to one hundred percent (100%) of such Excess Working Capital Amount. In the event that the Working Capital, at Closing, is less than the Target Working Capital (such shortfall, the “Shortfall Working Capital Amount”), the Purchase Price shall decrease by an amount equal to one hundred percent (100%) of such Shortfall Working Capital Amount. The payment to be made by either the Buyer or the Shareholder to the other Party is the “Purchase Price Adjustment.” (e) In the event that there is an Excess Working Capital Amount, the Buyer shall pay to the Shareholder such Excess Working Capital Amount within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if days following final determination. In the event that there is a dispute with respect to any amount Shortfall Working Capital Amount, the principal balance of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments Note shall be less the Estimated Adjustment reduced by such Shortfall Working Capital Amount; provided, however, that if such amount shall be less than zero, then within five . (5f) Business Days after the final determination The provisions of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 1.4 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of survive Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 days after For purposes of this Agreement, the Closing“Net Worth” of a Company as of any date means the consolidated assets of such Company and its Subsidiaries as of such date minus the consolidated liabilities of such Company and its Subsidiaries as of such date, Seller shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book valuein each case determined in accordance with GAAP, as reflected on applied in a manner consistent with the books accounting practices of Seller such Company used to prepare its audited financial statements as of and for the Closing of all fuel inventory 12 month period ended December 31, 2011, before purchase accounting for the Transactions (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Unitsas to each Company, such Company’s accounting practices, as the case may be (the "Inventory Adjustment Amount"modified by this Section 2.4(a), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"“Applicable Accounting Practices”). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller (i) in writing no event will the calculation of Net Worth of a Company (A) include any assets or liabilities included in Funded Debt, Company Cash or any Transaction Expenses, APX Employee Payments, Solar Sub Employee Closing Payments, 2GIG Employee Closing Payments, the Riverwood Repurchase Amount, the RBS Repurchase Amount or any other assets and liabilities that are otherwise set forth on the applicable Estimated Closing Statement if and to the extent paid, to be paid or, in the case of Company Cash, netted against any payment at Closing, in each case pursuant to Section 2.2 (without giving effect to any reduction to Company Cash set forth in the definition of “Net Funded Debt”), (B) include any assets or liabilities in respect of (1) deferred financing fees, (2) management notes receivables or (3) deferred Tax assets and liabilities or (C) except for any payments to be made from one Company to another Company at the Closing pursuant to Section 2.2, give effect to the consummation of the disputed amountTransactions or any transactions effectuated by Buyer or its Affiliates, including the Companies and their Subsidiaries, after the Closing, including the settlement or cancellation of the APX Stock Options, Solar Sub Stock Options and 2GIG Stock Options, (ii) the Final APX Net Worth Amount, the Final Solar Net Worth Amount and Final 2GIG Net Worth Amount will include the excess, if any, of the Funded Debt, the Company Cash, the Transaction Expenses, APX Employee Payments, Solar Sub Employee Closing Payments or 2GIG Employee Closing Payments over the amounts paid (or, in the case of Company Cash, netted against any payment at Closing) with respect thereto pursuant to Section 2.2, and the basis (iii) any calculation of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event Net Worth of a dispute with respect to any part Company for purposes of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on this Agreement will reflect the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit adjustments provided for in the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable Net Worth calculations with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; providedCompany that are set forth in Schedule 2.4(a), howeverwhich contains a sample calculation of Net Worth for each Company for reference purposes only (and no Company makes any representation or warranty, that if such amount shall be less than zeroor will incur any liability, then within five (5) Business Days after the final determination in respect thereof by reason of such amount Seller will pay to Purchaser inclusion). (b) As soon as reasonably practicable following the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of ClosingDate, and in immediately available United States funds.any event within 90 calendar days thereafter, Buyer will cause the applicable Surviving Corporation to prepare and deliver to the applicable Representative (collectively, the “Proposed Final Closing Statement” and the amounts set forth thereon, the “Proposed Final Net Worth Amounts”):

Purchase Price Adjustment. (a) Within 30 days after At least three Business Days prior to the ClosingClosing Date, the Seller shall prepare prepare, or cause to be prepared, and deliver to Purchaser the Buyer a statement (each, an "Adjustment the “Preliminary Closing Statement"”) which reflects setting forth a good-faith estimate of (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be Net Working Capital (the "Inventory Adjustment Amount"“Estimated Net Working Capital”), (ii) Indebtedness of (A) the Acquired Entities and (B) the Seller Entities relating to the Business (the “Estimated Indebtedness”), and (iiiii) Cash (the Maintenance and Capital Expenditures Amount applicable “Estimated Cash”), each determined as of the Measurement Time (and, except for Estimated Indebtedness, without giving effect to the Thermal Units transactions contemplated hereby), based on the Seller’s books and records and other information available at the Closing, and calculated on a basis consistent with the accounting principles, practices, assumptions, conventions and policies used in the preparation of the Financial Statements and to the extent not inconsistent therewith, consistent with GAAP (the “Applicable Accounting Principles”). Notwithstanding anything to the contrary contained elsewhere in this Agreement, any income Tax assets or liabilities (whether current or deferred) of the Hydro Units, as the case may be. The Inventory Adjustment Amount Acquired Entities and the Maintenance Seller Entities shall be excluded from current assets and current liabilities and shall not be included in the calculation of Estimated Net Working Capital, Closing Net Working Capital Expenditures Amount for or any component thereof. Prior to the Closing, the Seller and the Buyer shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Preliminary Closing is referred Statement; provided, that if the parties are unable to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days resolve all such differences prior to the Closing, the amounts of the Estimated Net Working Capital, Estimated Indebtedness, and Estimated Cash as reflected in the Preliminary Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using used for purposes of calculating the same generally accepted accounting principles, policies and methods as Seller has historically used Estimated Purchase Price on the Closing Date. In no event shall any item included in connection with the calculation of Estimated Cash, Estimated Indebtedness, or Estimated Net Working Capital be counted more than once for the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timepurposes hereof. (b) Purchaser may dispute an Inventory Adjustment Amount or Within 90 days after the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller a Maintenance and Capital Expenditures Amount; provided, howeverwritten statement (the “Final Closing Statement”), that Purchaser shall notify include and set forth a calculation in reasonable detail of the actual (i) Net Working Capital (“Closing Net Working Capital”), (ii) Indebtedness of (A) the Acquired Entities and (B) the Seller Entities relating to the Business (“Closing Indebtedness”), and (iii) Cash (“Closing Cash”), each determined as of the Measurement Time (and, except for Closing Indebtedness, without giving effect to the transactions contemplated hereby). The Final Closing Statement shall be prepared on a basis consistent with the Applicable Accounting Principles and this Agreement and shall exclude the effect of any action or omission of the Buyer or its Affiliates following the Closing. To the extent any actions following the Closing with respect to the accounting books and records of the Seller on which the Final Closing Statement and the foregoing calculations are to be based are not consistent with the Applicable Accounting Principles, such changes shall not be taken into account in preparing the Final Closing Statement or calculating amounts reflected thereon. In no event shall any item included in the calculation of Closing Cash, Closing Indebtedness, or Closing Net Working Capital be counted more than once for the purposes hereof. (c) The Final Closing Statement shall become final and binding on the 60th day following delivery thereof, unless prior to the end of such period, the Seller delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Closing Net Working Capital, Closing Indebtedness, and/or Closing Cash, as set forth in the Final Closing Statement. The Seller shall be deemed to have agreed with all items and amounts of Closing Net Working Capital, Closing Indebtedness, and/or Closing Cash not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.9(d). (d) During the 30-day period following delivery of a Notice of Disagreement by the Seller to the Buyer, the parties shall seek to resolve in writing any differences that they may have with respect to the calculation of the Closing Net Working Capital, Closing Indebtedness, and/or Closing Cash as specified therein. Any disputed items resolved in writing between the Buyer and the Seller within such 30-day period shall be final and binding with respect to such items, and if the Buyer and the Seller agree in writing on the resolution of any disputed item specified by the Seller in writing the Notice of Disagreement or the amount of the disputed amountClosing Net Working Capital, Closing Indebtedness, and Closing Cash, the amounts so determined shall be final and binding on the parties for all purposes hereunder. If the Buyer and the Seller have not resolved all such differences by the end of such 30-day period, the Seller and the Buyer shall submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Closing Net Working Capital, Closing Indebtedness, and/or Closing Cash, and the basis of Independent Accounting Firm shall make a written determination as to each such dispute, within ten (10) Business Days of Purchaser's receipt disputed item and the amounts of the applicable Adjustment StatementClosing Net Working Capital, Closing Indebtedness, and/or Closing Cash. The Independent Accounting Firm shall be Deloitte or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller and the Buyer. The Buyer and the Seller shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within 30-days following the submission thereof. The Independent Accounting Firm shall consider only those items and amounts in the Buyer’s and the Seller’s respective calculations of the Closing Net Working Capital, Closing Indebtedness, and/or Closing Cash, that are identified as being items and amounts to which the Buyer and the Seller have been unable to agree. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to correcting mathematical errors and determining whether the items and amounts in dispute were determined in accordance with the Applicable Accounting Principles and this Agreement and the Independent Accounting Firm is not to make any other determination, including any determination as to whether the Target Net Working Capital or any estimates on the Preliminary Closing Statement are correct, adequate or sufficient. In resolving any disputed item, the event of Independent Accounting Firm may not assign a dispute with respect value to any part item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm’s determination of an Adjustment Amountthe Closing Net Working Capital, Purchaser Closing Indebtedness, and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts Closing Cash shall be finalbased solely on written materials submitted by the Buyer and the Seller (i.e., not on independent review). Absent fraud or manifest error, the determination of the Independent Accounting Firm shall be conclusive and binding upon the parties and conclusive shall not be subject to appeal or further review. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 10.9. In acting under this Agreement, the Independent Accounting Firm shall function solely as an expert and not as an arbitrator. (e) The fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Buyer and the Seller in inverse proportion as they may prevail on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to matters resolved by the Independent Accounting Firm, which proportionate allocation shall be instructed to determine calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the parties hereto with respect to merits of the amounts disputedmatters submitted. The fees and disbursements of the Independent Accounting Firm Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement or any Notice of Disagreement and in connection with the resolution of any dispute pursuant to this Section 2.9, as applicable, shall be shared equally borne by Purchaser and Sellersuch party. (cf) Within ten The Buyer and the Seller will, and will cause the Acquired Entities (10in the case of the Seller, prior to the Closing and, in the case of the Buyer, during the period from and after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.9) to afford the other party and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Business Days after Purchaser's receipt (including those of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect the Acquired Entities) and to any amount other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.9. Each party shall authorize its accountants to disclose work papers generated by such Adjustment Statement within five (5) Business Days accountants in connection with preparing and reviewing the calculations specified in this Section 2.9; provided, that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the final determination party who is not such accountant’s client has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (g) The Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purposes of any amounts on such this Agreement, the “Net Adjustment StatementAmount” means an amount, Purchaser shall pay to Seller an amount which may be positive or negative, equal to (A) (1) the disputed Adjustment Amount Closing Net Working Capital as finally determined pursuant to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less this Section 2.9 minus (2) the Estimated Adjustment Amount; providedNet Working Capital, however, that if such amount shall be less than zero, then within five minus (5B) Business Days after (1) the final determination of such amount Seller will pay Closing Indebtedness as finally determined pursuant to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for 2.9 minus (2) the period commencing on Estimated Indebtedness, plus (C) (1) the date of Closing through Cash as finally determined pursuant to this Section 2.9 minus (2) the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.Estimated Cash;

Purchase Price Adjustment. (a) Within 30 days after At least three Business Days prior to the Closing, the Seller shall prepare and deliver to the Purchaser a statement (each, an "Adjustment the “Draft Working Capital Statement"”) which reflects (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by estimated consolidated balance sheet of the Seller within five days and the Subsidiaries as of immediately prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection accordance with the principles and methodologies set forth in Schedule 1.10 containing the Seller’s good faith calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with Purchase Price, including the preparation of each Adjustment Statement Estimated Working Capital and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timethe Estimated Working Capital Adjustment. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing The Purchase Price is subject to adjustment as follows: (i) within seventy-five (75) days of the disputed amountClosing, the Purchaser will review the Draft Working Capital Statement and the Seller will provide access, upon every reasonable request, to the Purchaser and its professional advisors to all working papers of its auditors, its accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Working Capital Statement; (ii) if the Purchaser has any objections to the Draft Working Capital Statement, the Purchaser will so notify the Seller setting out the basis of such disputeeach objection and each amount in dispute (the “Disputed Items”); (iii) the Purchaser will be deemed to have accepted the Draft Working Capital Statement if it does not notify the Seller of any objection within seventy-five (75) days after the Closing; (iv) if the Purchaser objects to the Draft Working Capital Statement, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall will work expeditiously and in good faith in an attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on resolve the parties. If Purchaser and Seller are unable to reach outstanding issues within a resolution further period of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt the date the Purchaser delivers to the Seller a notice of its objections, and failing resolution the matter will be submitted for determination to an Adjustment Statementindependent national firm of chartered accountants mutually agreed to by the Purchaser and the Seller (and, failing such agreement between the Purchaser shall pay all undisputed amountsand the Seller within a further period of five Business Days, such independent national firm of chartered accountants will be Ernst & Young, or if there such firm is unable to act, KPMG) (the “Financial Expert”). The Financial Expert will act as an expert only and not an arbitrator and its determination will be final and binding upon the parties and will not be subject to appeal, absent manifest error; (v) the Purchaser and the Seller will each bear the fees and expenses of their respective professional advisors in preparing or reviewing, as the case may be, the Draft Working Capital Statement. If a dispute with respect matter is referred to any amount the Financial Expert pursuant to this Section 1.10, the costs and expenses of the Financial Expert will be borne by the party reasonably identified by the Financial Expert as being the party the majority of whose positions on the Disputed Items, based on the aggregate value of such Adjustment positions, were not sustained by the Financial Expert. The Seller and the Purchaser will each bear their own costs in presenting their respective cases to the Financial Expert; (vi) immediately following acceptance or deemed acceptance of the Draft Working Capital Statement by the Purchaser or the resolution of any dispute in accordance with Section 1.10(b)(iv), as the case may be, the Purchaser will deliver to the Seller the final Working Capital statement (the “Closing Working Capital Statement”) containing the Final Working Capital. The Closing Working Capital Statement will be final and binding upon the parties and will not be subject to appeal, absent manifest error; and (vii) within five (5) Business Days after the final determination delivery of any amounts on such Adjustment the Closing Working Capital Statement, Purchaser shall pay to Seller an : (1) if the amount of the Final Working Capital is equal to the disputed Estimated Working Capital, there will be no further adjustment to the Purchase Price. (2) If there is no Estimated Working Capital Adjustment Amount as finally determined at the Closing pursuant to Section 1.3(a), then the following shall apply: a. If the amount of Final Working Capital is greater than the Maximum Target Working Capital, then the Purchaser will pay to the Seller the amount by which the Final Working Capital exceeds the Maximum Target Working Capital. b. If the amount of Final Working Capital is less than the Minimum Target Working Capital, then the Seller will pay to the Purchaser the amount by which the Minimum Target Working Capital exceeds the Final Working Capital. c. If the amount of Final Working Capital is less than or equal to the Maximum Target Working Capital and greater than or equal to the Minimum Target Working Capital, there will be payable with respect no further adjustment to such Adjustment Statement. All Adjustment Statement payments shall be less the Purchase Price. (3) If the Estimated Working Capital Adjustment Amountwas a positive number, then the following shall apply: a. If the amount of Final Working Capital is greater than the Estimated Working Capital, then the Purchaser will pay to the Seller the amount of such excess; or b. If the amount of Final Working Capital is less than the Estimated Working Capital, then the Seller will pay to the Purchaser the amount of such shortfall; provided, however, that if such amount shall be notwithstanding the foregoing: i. If the Final Working Capital is less than zeroor equal to the Maximum Target Working Capital and greater than or equal to the Minimum Target Working Capital, the amount of the downward adjustment of the Purchase Price will be limited to the amount by which the Estimated Working Capital exceeds the Maximum Target Working Capital; and ii. If the Final Working Capital is less than the Minimum Target Working Capital, the amount of the downward adjustment of the Purchase Price will be limited to the sum of (x) the amount by which the Estimated Working Capital exceeds the Maximum Target Working Capital plus (y) the amount by which the Minimum Target Working Capital exceeds the Final Working Capital. (4) If the Estimated Working Capital Adjustment was a negative number, then within five (5) Business Days after the final determination following shall apply: a. If the amount of such amount Final Working Capital is less than or equal to the Estimated Working Capital, then the Seller will pay to the Purchaser the amount of such shortfall; or b. If the amount of Final Working Capital is greater than the Estimated Working Capital, then the Purchaser will pay to the Seller the amount of such excess; provided, however, that notwithstanding the foregoing: i. If the Final Working Capital is less than or equal to the Maximum Target Working Capital and greater than or equal to the Minimum Target Working Capital, the amount of the upward adjustment of the Purchase Price will be limited to the amount by which such the Minimum Target Working Capital exceeds the Estimated Working Capital; and ii. If the Final Working Capital is greater than the Maximum Target Working Capital, the amount is less than zero. Any of the upward adjustment of the Purchase Price will be limited to the sum of (x) the amount paid under this Section 1.04 shall be paid with interest for by which the period commencing on Minimum Target Working Capital exceeds the date of Closing through Estimated Working Capital plus (y) the date of payment, calculated at amount by which the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in Final Working Capital exceeds the "Money Rates" section on the date of Closing, and in immediately available United States fundsMaximum Target Working Capital.

Purchase Price Adjustment. (a) Within 30 days after At least three (3) Business Days prior to the ClosingClosing Date, Seller shall prepare and deliver to Purchaser Buyer its good faith estimate of (i) the Net Working Capital as of the Closing Date (the "Estimated Net Working Capital Amount"), (ii) the Inventories as of the Closing Date (the "Estimated Inventory Amount"), (iii) the Indebtedness of the Business to be assumed by Buyer (the "Assumed Indebtedness") as of the Closing Date (the "Estimated Assumed Indebtedness") and (iv) the Excess Amount and the Schedule of Consigned Inventory and the components of each such item prepared in accordance with GAAP, on a basis consistent with the Financial Statements and the Accounting Methodologies and, in the case of the Estimated Net Working Capital Amount and Estimated Inventory Amount, subject to Section 2.5(e). Seller's calculation of the Estimated Net Working Capital Amount and Estimated Assumed Indebtedness shall be used in determining the Estimated Cash Purchase Price for purposes of Section 2.4. (b) The Base Cash Purchase Price shall be (i) (x) increased, if the Estimated Net Working Capital Amount exceeds the Benchmark, by an amount equal to such excess, or (y) decreased, if the Benchmark exceeds the Estimated Net Working Capital Amount, by an amount equal to such excess and (ii) decreased by any amount of the Estimated Assumed Indebtedness (to the extent not included in the calculation of the Estimated Net Working Capital Amount). (c) Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (each, an the "Adjustment Statement") which reflects sets forth in reasonable detail the calculation of (i) the net book value, as reflected on the books of Seller Net Working Capital as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be Date (the "Preliminary Net Working Capital Amount"), (ii) the Inventories of the Business as of the Closing Date (the "Preliminary Inventory Adjustment Amount"), (iii) the Assumed Indebtedness as of the Closing Date (the "Preliminary Assumed Indebtedness"), and (iiiv) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Excess Amount and the Maintenance and Capital Expenditures Amount for a Schedule of Consigned Inventory as of the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures Date (the "Inventory SurveyPreliminary Consignment Items"), in each case, from the books and records of the Business. Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each The Adjustment Statement shall be prepared using the same generally accepted accounting principlesin accordance with GAAP, policies and methods as Seller has historically used in connection on a basis consistent with the calculation Financial Statements, and the Accounting Methodologies and, in the case of the items reflected on such Adjustment StatementPreliminary Net Working Capital Amount and the Preliminary Inventory Amount, subject to Section 2.5(e). Purchaser Seller agrees to cooperate with Seller Buyer in connection with the preparation of each the Adjustment Statement and related information, and shall provide to Seller Buyer such books, records and information as may be reasonably requested by Buyer from time to timetime in connection with its preparation of the Adjustment Statement. (bd) Purchaser may dispute an The amount of Inventory as of the Closing Date set forth in the Adjustment Statement shall be based on the Inventory set forth in the Closing Inventory Report to the extent such items of Inventory are covered by the Physical Inventory Count, together with changes in Inventory from the date of the Physical Inventory Count referred to in Section 2.6 below in relation to the Closing Date and net of any required inventory reserves (with such reserves being calculated on the same bases as the Adjustment Statement). (e) The amount of Inventories used in the calculation of the Current Assets, Estimated Net Working Capital, Preliminary Net Working Capital, Final Net Working Capital, Estimated Inventory Amount, Preliminary Inventory Amount and the Final Inventory Amount shall not exceed the Inventory Benchmark applicable for the time period in which the Closing Date occurs. (f) If Seller disagrees with the determination of the Preliminary Net Working Capital Amount, Preliminary Inventory Amount, the Preliminary Assumed Indebtedness or a Maintenance and Capital Expenditures Amount; providedthe Preliminary Consignment Items, however, that Purchaser Seller shall notify Seller Buyer in writing of such disagreement within the disputed amount, and the basis of such dispute, within ten thirty (1030) Business Days of Purchaser's receipt Day period immediately following the delivery of the applicable Adjustment Statement, which notice shall describe the specific nature of any such disagreement and provide reasonable supporting documentation for such disagreement. During the thirty (30) Business Day period of its review, Seller shall have reasonable access to any documents, schedules or work papers used in the preparation of the Adjustment Statement. In Seller agrees that any failure by it to notify Buyer in writing of any such disagreement prior to end of the event thirty (30) Business Day period immediately following the delivery of the Adjustment Statement shall be deemed to be an acceptance by Seller of the Adjustment Statement and shall constitute a complete waiver of any right of Seller to dispute with respect to any part such Adjustment Statement and Buyer's calculation of an Adjustment the Preliminary Net Working Capital Amount, Purchaser Preliminary Inventory Amount, the Preliminary Assumed Indebtedness and the Preliminary Consignment Items for purposes of this Agreement. (g) Buyer and Seller agree to negotiate to resolve any such disagreement regarding the determination of the Preliminary Net Working Capital Amount, Preliminary Inventory Amount, the Preliminary Assumed Indebtedness or the Preliminary Consignment Items, and any resolution of such disagreement agreed to in writing by Buyer and Seller shall attempt to reconcile be final and binding upon the parties and their differences successors and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the partiesassigns. If Purchaser Buyer and Seller are unable to reach a resolution resolve such disagreement identified by Seller pursuant to Section 2.5(f) within the thirty (30) Business Day period after delivery to Buyer of such differences within 30 days of receipt of Purchaser's written notice of dispute to such disagreement by Seller, Purchaser then the disputed matters shall be referred for final determination to the Settlement Accountant. (h) Each of Buyer and Seller shall submit the amounts remaining provide a written submission of their positions on each item in dispute for determination and resolution within fifteen (15) days of the appointment of the Settlement Accountant, with a copy to the Independent Accounting Firmother party. The Settlement Accountant shall consider only those items and amounts as to which Buyer and Seller have disagreed within the time periods and on the terms specified above and shall resolve the matter in accordance with the terms and provisions of this Agreement, which including Section 2.5(e). The Settlement Accountant shall be instructed consider only the written submissions provided by Buyer and Seller pursuant to determine this paragraph (f) and report shall not conduct any independent investigation or review. The Settlement Accountant is expressly limited to the partiesselection of either Seller's or Buyer's position on a disputed item or a position in between the positions of Seller or Buyer based upon written submissions of Buyer and Seller and it shall thus select as a resolution for each disputed matter the position of either Buyer or Seller or a position in between the positions of Seller or Buyer, and the Settlement Accountant may not impose an alternative resolution outside those bounds. The Settlement Accountant shall deliver to Buyer and Seller, as promptly as practicable and in any event within 30 forty-five (45) days after such submissionits appointment, upon such remaining a written report setting forth the resolution of each disputed amountsmatter and its determination of the Preliminary Net Working Capital Amount, and such Preliminary Inventory Amount, the Preliminary Assumed Indebtedness and/or the Preliminary Consignment Items determined in accordance with the terms of this Agreement. Such report shall be final, non-appealable and binding and conclusive on upon the parties hereto with respect to the amounts disputedfullest extent permitted by Applicable Law and may be enforced in any court having competent jurisdiction. The fees and disbursements forty-five (45) day period for delivering the written report may be extended by the mutual written consent of the Independent Accounting Firm parties or for good cause shown by the Settlement Accountant at its sole discretion. The fees, expenses and costs of the Settlement Accountant shall be shared equally borne one-half by Purchaser Buyer and one-half by Seller. (ci) Within ten (10i) (a) Business Days after Purchaser's receipt of an Adjustment StatementIf no dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), Purchaser shall pay all undisputed amountsthe Preliminary Net Working Capital Amount, as originally submitted by Buyer, or (b) if there is a dispute with respect notice has been timely delivered by Seller pursuant to any amount Section 2.5(f), the Preliminary Net Working Capital Amount, as determined pursuant to the resolution of such Adjustment Statement within five dispute in accordance with Section 2.5(g) or (5h), shall be the "Final Net Working Capital Amount", (ii) Business Days after (a) if no dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the final determination of any amounts on such Adjustment StatementPreliminary Inventory Amount, Purchaser shall pay as originally submitted by Buyer, or (b) if a dispute notice has been timely delivered by Seller pursuant to Seller an amount equal Section 2.5(f), the Preliminary Inventory Amount, as determined pursuant to the disputed Adjustment Amount as finally determined to be payable resolution of such dispute in accordance with respect to such Adjustment Statement. All Adjustment Statement payments Section 2.5(g) or (h), shall be less the Estimated Adjustment "Final Inventory Amount; provided", however(iii) (a) if no dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), that the Preliminary Assumed Indebtedness, as originally submitted by Buyer, or (b) if a dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Assumed Indebtedness, as determined pursuant to the resolution of such amount dispute in accordance with Section 2.5(g) or (h), shall be less than zerothe "Final Assumed Indebtedness", then within five and (5iv) Business Days after (a) if no dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the final determination Preliminary Consignment Items, as originally submitted by Buyer, or (b) if a dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Consignment Items, as determined pursuant to resolution of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this dispute in accordance with Section 1.04 2.5(g) or (h), shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsFinal Consignment Items".

Purchase Price Adjustment. (a) Within 30 days after the Immediately prior to Closing, Seller the Company shall prepare and deliver to Purchaser provide KIT with a statement final version of Schedule 2.3(e) (eachwhich will include, an "Adjustment Statement") which reflects (i) the net book valuewithout limitation, as reflected on the books of Seller as of the Closing a list of all fuel inventory (FERC account no. 151Third Party Expenses and all other Liabilities payable at Closing) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"“Known Pre-Closing Liabilities Statement”), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Known Pre-Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Liabilities Statement shall be prepared using subject to Purchaser’s reasonable approval, which approval shall not be unreasonably withheld or delayed. The Base Purchase Price payable at the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with Closing shall be decreased by the calculation of amount set forth on the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Known Pre-Closing Liabilities Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution increased by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined sum of (i) the Company’s cash and liquid investments, (ii) current and collectible accounts receivables, (iii) billed but collectible revenues related to be payable with respect to completed work and (iv) short-term inventory (at current depreciated value) (such Adjustment Statementadjusted amount, the “Adjusted Base Purchase Price”). All Adjustment Statement payments With the exception of the ▇▇▇▇▇▇ Claim which shall be less the Estimated Adjustment Amount; providedsubject to settlement in accordance with Section 5.6, however, that if such amount shall be less than zero, then within five KIT agrees to remit payments (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsfunds or, if agreed upon by a creditor, shares of KIT common stock) and/or reach a settlement agreement with each of the entities set forth on Schedule 2.3(e) 75 days from Closing (it being understood and agreed that the Assumed Liabilities on Schedule 2.3(e) will be paid by KIT in accordance with their terms and, if due and payable at Closing, will be paid by KIT by no later than the 40-days after the First Anniversary. Notwithstanding whether an Assumed Liability is listed on Schedule 2.3(e) and the requirements of the prior sentence, if such Assumed Liability is also listed on either Schedule 2.3(f) or Schedule 2.3(g), then KIT agrees that it shall pay or otherwise enter into a settlement agreement for each of the Assumed Liabilities set forth in Schedule 2.3(f) by 4th January 2012; and for the Assumed Liabilities set forth in Schedule 2.3(g) within 7 Business Days of Closing. Each entity set forth on Schedule 2.3(e) and Schedule 2.3(f) and Schedule 2.3(g) is an intended third party beneficiary of this Agreement, and any shares issued to such entities by KIT pursuant to this Section 2.6(g) will be registered for re-sale by KIT (through the filing of a registration statement which KIT will file and have declared effective as soon as practically possible after KIT has filed its Annual Report on Form 10-K for the year ended December 31, 2011 with the U.S. Securities and Exchange Commission in March 2011).

Purchase Price Adjustment. (ai) Within 30 days after five (5) Business Days following the ClosingClosing Date, Seller shall prepare and deliver to Purchaser Buyer a statement (each, an "Adjustment the “Inventory Statement"”) which reflects (i) setting forth Seller’s determination of the net book value, as reflected on value of the books of Seller Inventory transferred to Buyer as of the Closing (as of all fuel inventory 11:59 P.M., local time, on the Closing Date) (FERC account no. 151the “Closing Inventory”), Seller’s determination of Prepaid Inventory transferred to Buyer as of the Closing (as of 11:59 P.M., local time, on the Closing Date) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the a calculation of the items reflected on such Adjustment Statementamount, if any, payable pursuant to clause (g) of this Section 1.3. Purchaser agrees to cooperate with Seller in In connection with the preparation of each Adjustment Statement and related informationthe Inventory Statement, Buyer shall (A) assist, and shall provide cause its Affiliates to assist, Seller, its accountants, advisors and other representatives in its preparation of the Inventory Statement and (B) afford to Seller, its accountants, advisors and other representatives, reasonable access during normal business hours to the personnel, properties, books and records of the Business to the extent relevant to the preparation of the Inventory Statement (including any taking and preparing with Buyer’s participation of physical counts of Inventory). For purposes of this Section 1.3, the value of the Inventory transferred to Buyer will be determined by reference to the price for each Product and other type or item of Inventory as set forth on Schedule 1.3 to this Agreement shall include only Inventory that (A) has been approved and released by Seller or such booksapplicable Selling Affiliate appointed qualified person in compliance with applicable Laws, records and information (B) has an unexpired shelf life of not less than twelve (12) months, or such lesser period as may be reasonably requested from time to timeagreed by Buyer and Seller on a Product-by-Product basis, (C) has not been damaged, recalled and/or incorrectly packaged or labeled and (D) consists of active pharmaceutical ingredients, spare parts, raw materials, containers, packaging and packaging supplies and work-in-process. (bii) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance For the purposes of clarification only, Seller is retaining all Pre-Closing Accounts Payable and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing Pre-Closing Accounts Receivable and the only Purchase Price adjustment after the Closing will be the adjustment of the disputed amount, Inventory and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect Prepaid Inventory pursuant to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds1.3.

Purchase Price Adjustment. (a) Within 30 As promptly as practicable and in any event within ninety (90) days after the ClosingClosing Date, Seller Buyer shall prepare and deliver to Purchaser the Sellers a statement (each, an "Adjustment the “Closing Statement"”) which reflects setting forth in reasonable detail its good faith calculation of (i) the net book valueNet Working Capital, as reflected on (ii) the books Closing Indebtedness, (iii) the aggregate Attributable Subsidiary Value, (iv) the Transaction Expenses, (v) the Pipeline Acquisition Costs, (vi) the Cash Amount, (vii) the Closing Target Net Working Capital, (viii) the CapEx Adjustment and (ix) the resulting calculation of Seller as the Purchase Price, in each case prepared in accordance with the definitions set forth in this Agreement and together with reasonable supporting documentation. (b) The Sellers shall have forty-five (45) days following delivery of the Closing Statement to review and either accept or dispute the Closing Statement and the calculations set forth therein, during which time Buyer will provide the Sellers and their accountants reasonable access, during normal business hours and upon reasonable notice, to (x) review the financial books and records of all fuel inventory the Acquired Companies, any of the Acquired Companies’ accountants’ work papers related to the calculation of amounts in the Closing Statement (FERC account no. 151) subject to the execution of any customary and stores inventory (FERC account no. 154) used at or reasonable access letters that such accountants may require in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"review of such work papers), and (iiy) the Maintenance employees and Capital Expenditures Amount applicable other representatives of Buyer and the Acquired Companies who were responsible for the preparation of the Closing Statement to respond to questions relating to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for preparation of the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items thereon, in each case, to allow the Sellers to determine the accuracy of Buyer’s calculation of the items set forth on the Closing Statement. If the Sellers dispute any amounts reflected on the Closing Statement, they shall deliver to Buyer a statement setting forth its objections thereto, setting forth, in reasonable detail, the basis for such Adjustment dispute, the dollar amounts involved and the Sellers’ calculation of the adjustments to the Closing Statement that the Sellers believe should be made, within forty-five (45) days of delivery of the Closing Statement to the Sellers (such written notice of objection, the “Objection Statement”). Purchaser agrees If an Objection Statement is not delivered to cooperate with Seller Buyer within the time period required by the preceding sentence, then the Closing Statement (as delivered by Buyer to the Sellers), as modified to include any changes agreed to by the Sellers and Buyer, shall be final, binding and non-appealable by the parties hereto. (c) If the Sellers timely deliver an Objection Statement to Buyer, the Sellers and Buyer shall negotiate in connection with good faith to resolve any objections made by the preparation of each Adjustment Statement and related information, and shall provide to Seller Sellers but if they do not reach a final resolution within thirty (30) days (or such books, records and information longer period as may be reasonably requested from time to time. (bagreed by the Sellers and Buyer) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing after the delivery of the disputed amountObjection Statement, the Sellers and Buyer shall submit the items remaining in dispute for final resolution to the Accountants for final arbitration. Promptly following the submission of the items in dispute to the Accountants, and the basis of such dispute, in any event within ten (10) Business Days following such submission, each of Purchaser's Buyer and the Sellers shall submit to the Accountants (and the other party) all documentary materials and analyses that Buyer or the Sellers, as the case may be, believes to be relevant to a resolution of the disputed items set forth in the Objection Statement. The Accountants shall render their determination of all disputed items submitted for resolution within thirty (30) days after receipt of all submissions by ▇▇▇▇▇ and the applicable Adjustment Statement. In Sellers to the event of a dispute with respect to any part of an Adjustment AmountAccountants, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts such determination shall be final, binding and conclusive non-appealable absent bad faith or manifest error. The Accountants shall determine in a manner consistent with the requirements of this Agreement (including the Accounting Principles and the definitions set forth in this Agreement), based solely on written presentations and written submissions by ▇▇▇▇▇ and the Sellers, and not by independent review, whether those items identified by the Sellers on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution Objection Statement that were submitted to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amountsAccountants, and any resulting adjustments, were properly calculated in accordance with the terms of this Agreement (including the Accounting Principles). In resolving any disputed item, the Accountants may not assign a value to any item greater than the greatest value for such report shall be final, binding and conclusive on item claimed by either party or less than the parties hereto with respect to the amounts disputedsmallest value for such item claimed by either party. The fees and disbursements of the Independent Accounting Firm Accountants shall be shared equally borne by Purchaser ▇▇▇▇▇ and Sellerthe Sellers in inverse proportion as each shall prevail in respect of the dollar amount of disputed items so submitted (as finally determined by the Accountants). (cd) Within No later than ten (10) Business Days after Purchaser's receipt of an Adjustment Statementthe Purchase Price has been finally determined in accordance with this Section 2.9, Purchaser the parties agree to the following payments (if any): (i) If the Purchase Price is greater than the Estimated Purchase Price, Buyer shall pay all undisputed amounts, (or if there is a dispute with cause to be paid) to the Sellers in respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller their respective Pro Rata Portion an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser excess. (ii) If the amount by which such amount Purchase Price is less than zero. the Estimated Purchase Price, the Sellers shall pay (or cause to be paid) to Buyer, in each case in accordance with their respective Pro Rata Portions, an amount equal to the amount of such deficit. (e) Any amount paid under payment to be made pursuant to this Section 1.04 2.9 shall be paid with interest for the period commencing on the date made by wire transfer of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsfunds to an account (or accounts) specified in writing by the Sellers or Buyer, as applicable. (f) The Sellers and Buyer agree to treat any payment made pursuant to this Section 2.9 as an adjustment to the Purchase Price for federal, state, local and non-U.S. Tax purposes except as otherwise required by Law.

Purchase Price Adjustment. (a) Within 30 days after Not less than five Business Days prior to the Closinganticipated Closing Date, Seller the Company shall prepare and deliver provide to Purchaser Parent a written statement (each, an "Adjustment Statement") which reflects setting forth the Company’s good faith estimate of (i) the net book valueEstimated Closing Working Capital, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to Aggregate Option Exercise Price, (iii) Estimated Closing Cash, (iv) the Thermal Units or Closing Debt, including the Hydro UnitsABL Amount, as the case may be. The Inventory Adjustment Debenture Amount and the Maintenance Holdco Note Amount and Capital Expenditures Amount (v) the Transaction Expenses (collectively, the “Estimated Closing Statement”). The Estimated Closing Statement shall be accompanied by (A) the most recently available final unaudited trial balance as of a month-end preceding the Closing, (B) a roll-forward of account balances from the final unaudited trial balance required by clause (A) of this Section 2.15(a) to the date of the Estimated Closing Statement, (C) such relevant account reconciliations as Parent shall have reasonably requested at least seven Business Days prior to the anticipated Closing Date, and (D) a notice (the “Closing Notice”) that sets forth the Company’s determination of the Aggregate Purchase Price and the Per Share Merger Consideration as of such date, and the accounts to which Parent shall transfer funds pursuant to Sections 2.14(a), (b) and (c). During such five Business Day period, the Company shall provide to Parent, on reasonable advance notice and during regular business hours, reasonable access to accounting representatives of the Company. The Estimated Closing Statement shall be prepared in accordance with the principles set forth on Schedule II to this Agreement, and to the extent not set forth on Schedule II, in accordance with GAAP, applied in a manner consistent with the principles, policies and methodologies used by the Company in the preparation of the Audited Financial Statements for the fiscal year ended December 31, 2012 (collectively, the “Balance Sheet Principles”). Following delivery to Parent of the Estimated Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days Statement and prior to the Closing consistent with Seller's current inventory procedures (Date, the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser Company shall consider in good faith any significant errors asserted by Parent prior to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used Closing Date in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller amounts contained in connection with the preparation of each Adjustment Estimated Closing Statement and related informationthe Closing Notice and, if it is in agreement with any such asserted errors, the Company shall appropriately adjust the amounts in the Estimated Closing Statement and shall provide the Closing Notice to Seller correct such books, records and information as may be reasonably requested from time to timeerrors. (b) Purchaser may dispute As promptly as practicable, but in any case no later than 60 days after the Closing Date, Parent shall cause to be prepared in accordance with the Balance Sheet Principles and delivered to the Sellers a closing statement setting forth Parent’s calculation of Closing Working Capital and Closing Cash, and containing an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing unaudited consolidated balance sheet of the disputed amount, Company and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt its Subsidiaries as of the applicable Adjustment Statement. In the event close of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive business on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit day immediately preceding the amounts remaining in dispute for determination and resolution Closing Date (without giving effect to the Independent Accounting Firm, which shall be instructed to determine and report to transactions contemplated by the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on Transaction Agreements) (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 Seller“Closing Statement”). (c) Within ten (10) Business Days If the Sellers disagree with the Closing Statement or Parent’s calculation of Closing Working Capital or Closing Cash delivered pursuant to Section 2.15(b), the Sellers may, within 45 days after Purchaser's receipt of an Adjustment Statementthe Closing Notice, Purchaser deliver a notice to Parent providing Table of Contents reasonable detail of the reason for any disagreement and setting forth the Sellers’ calculation of such amount. Any such notice of disagreement shall pay specify all undisputed amountsitems or amounts with which the Sellers disagree, and the parties shall be deemed to have agreed with all other items and amounts contained in the Closing Statement and the calculation of the Closing Working Capital and Closing Cash delivered pursuant to Section 2.15(b). If the Sellers do not deliver any such notice by such date, the Sellers shall be deemed to have accepted the Closing Statement and the calculations contained therein shall be final and binding on the Sellers and Parent. The Sellers and Parent shall cause their respective representatives to cooperate and assist in the preparation of the Closing Statement and the calculation of the Closing Working Capital and Closing Cash, and in the conduct of the review referred to in this Section 2.15, including making available, to the extent necessary, books, records, work papers and appropriate personnel. Without limiting the foregoing, the Sellers and their representatives (including accountants) shall have reasonable access to the books and records of the Company, the personnel of, and work papers prepared by, Parent or if there Parent’s accountants to the extent that they relate to the Closing Statement and to such historical financial information (to the extent in Parent’s possession) relating to the Closing Statement as the Sellers may reasonably request for the purpose of reviewing the Closing Statement and to prepare a notice of disagreement. (d) If a notice of disagreement is a dispute delivered in accordance with respect Section 2.15(c), the Sellers and Parent shall, during the 30 days following such delivery, use their reasonable best efforts to any reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of the Closing Working Capital and Closing Cash. If, during such Adjustment period, the Sellers and Parent are unable to reach such agreement, they shall promptly thereafter cause the Referee to review the relevant portions of this Agreement, the Closing Statement within five (5) and the disputed items or amounts for the purpose of calculating Closing Working Capital and Closing Cash. In making such calculation, the Referee shall consider only those remaining items or amounts in the Closing Statement and Parent’s calculation of Closing Working Capital and Closing Cash as to which the Sellers still dispute at the time of such review and shall use the Balance Sheet Principles. Parent and the Sellers shall have the opportunity to provide written submissions regarding their positions on the disputed matters, which written submissions shall be provided to the Referee, if at all, no later than 15 Business Days after the final date of referral of the disputed matters to the Referee. The determination of the Referee shall be based solely on the written submissions by Parent and the Sellers and their respective representatives. The Referee shall deliver to Parent and the Sellers, as promptly as practicable (but in no event later than 30 Business Days from the date of engagement of the Referee), a report setting forth its calculation of the Closing Working Capital and Closing Cash, as applicable; provided, that the Referee may not assign a value to any amounts on item greater than the greatest value for such Adjustment Statementitem claimed by either Parent or the Sellers or less than the smallest value for such item claimed by either Parent or the Sellers. Such report shall be final and binding on, Purchaser and non-appealable by, Parent and the Sellers. The costs and expenses of the Referee shall pay to Seller an be borne in the same proportion that the aggregate dollar amount equal of such remaining disputed items so submitted to the Referee that are unsuccessfully disputed Adjustment Amount by Parent, on the one hand, and the Sellers, on the other hand, as finally determined by the Referee, bears to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such total dollar amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsremaining disputed items so submitted.

Purchase Price Adjustment. (a) Within 30 one hundred twenty (120) days after the Closing, Seller Buyer, at its expense, shall prepare and cause KPMG Peat Marwick LLP to deliver to Purchaser the Seller audited balance sheets and related statements of income, retained earnings and cash flows for each of OSB and Sweet, Scha▇▇ & ▇ewi▇, ▇▇c., a statement Florida corporation (each"SS&L"); for their respective 12-month periods ended March 31, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be 1998 (the "Inventory Adjustment AmountFinancial Statements"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, all of Purchaser to observe the Inventory Survey. Each Adjustment Statement which financial statements shall be prepared using the same in accordance with generally accepted accounting principles, policies principles ("GAAP") and methods as Seller has historically used in connection with the calculation rules and regulations of the items reflected on such Adjustment Statement. Purchaser agrees Securities Exchange Commission applicable to cooperate with Seller in connection with the preparation financial reporting of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timepublic companies. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser The Seller shall notify Seller in writing have forty-five (45) days from delivery of the disputed amount, and the basis Financial Statements to raise any objection thereto by delivery of written notice to Buyer setting forth such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statementobjections in reasonable detail. In the event of a dispute that the Seller shall fail to so deliver such written objections with respect to any part of an Adjustment Amountthe Financial Statements within such 45-day period, Purchaser and Seller shall attempt to reconcile their differences and then any resolution by them as to any disputed amounts such Financial Statements in respect of which no such objection is so delivered shall be final, deemed final and binding and conclusive on the parties. If Purchaser In the event that any such objections are so delivered, Buyer and the Seller are shall attempt, in good faith, to resolve such objections and, if unable to reach a resolution do so within fifteen (15) days of delivery of such differences within 30 days of receipt of Purchaser's written notice of dispute to Sellerobjections, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firmshall, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after business days thereafter designate a nationally recognized firm of independent public accountants, mutually satisfactory to Buyer and the final Seller (the "Independent Accountants"). In the event that Buyer and the Seller are unable to agree on the Independent Accountants within such 5-business day period, the Independent Accountants shall be designated jointly by the independent accountants of Buyer and OSB within three (3) business days thereafter. The Independent Accountants shall resolve all remaining objections to the Financial Statements made by the Seller in accordance herewith within forty-five (45) days from their date of designation. The determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.the

Purchase Price Adjustment. (a) Within 30 As soon as reasonably practicable following the Closing Date, and in any event within forty-five (45) calendar days after the Closingthereof, Seller shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) a consolidated balance sheet of the net book value, as reflected on the books of Seller Company as of the Closing of all fuel inventory (FERC account no. 151after giving effect to the Preliminary Transactions) and stores inventory which shall be audited by PriceWaterhouseCoopers LLP (FERC account no. 154) used at or in connection "PWC"), together with the Thermal Units or the Hydro Units, as the case may be related audit report of such firm (the "Inventory Adjustment AmountClosing Balance Sheet"), and (ii) a calculation of the Maintenance and Net Working Capital Expenditures Amount applicable to of the Thermal Units or the Hydro Units, Company as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for set forth on the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures Balance Sheet (the "Inventory SurveyClosing Date Net Working Capital"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement The Closing Balance Sheet shall be prepared using the same in accordance with United States generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection principles ("GAAP") consistent with the preparation of each Adjustment Statement and related informationthe Pro Forma Balance Sheet, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing fairly present the consolidated financial position of the disputed amountCompany as of the Closing. "Net Working Capital" shall mean (i) current assets of the Company, minus (ii) current liabilities of the Company. Current liabilities of the Company shall (x) include, without limitation, any severance payments provided on Schedule 2.13 which have been paid, or will be paid, by the Company or its Subsidiaries and which are accrued and incurred after the Closing but prior to the time of the calculation of Closing Date Net Working Capital pursuant to this Section 1.4(a), and the basis of such dispute(y) exclude, within ten (10) Business Days of Purchaser's receipt without limitation, any liability of the applicable Adjustment Statement. In the event of a dispute with respect Company or its Subsidiaries, including, but not limited to any part of an Adjustment Amountliability for Taxes and severance payments, Purchaser which Seller has agreed to or is otherwise obligated to pay. Notwithstanding the foregoing, in calculating Net Working Capital, all intercompany payables and Seller shall attempt to reconcile their differences receivables between Seller, the Company and any resolution by them as to any disputed amounts its Subsidiaries shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Sellerdisregarded. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 days after If the ClosingPurchase Price as finally determined in accordance with this Section 2.03 is less than the Estimated Purchase Price, the Seller shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employeepay, or representativeshall cause to be paid, of Purchaser to observe US Bidco the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any total amount of such Adjustment Statement deficit, and if the Purchase Price as finally determined in accordance with this Section 2.03 exceeds the Estimated Purchase Price, US Bidco shall pay to the Seller the total amount of such excess, in either case, by wire transfer of immediately available U.S. dollar funds to an account designated by the Party receiving payment, within five three (53) Business Days after the final determination of the Purchase Price pursuant to this Section 2.03. (b) As promptly as practicable (and, in any amounts event, not later than 11:59 p.m. New York time on the date that is ninety (90) days from the Closing Date), the Purchaser Entities shall prepare and deliver to the Seller (A) a statement (the “Closing Statement”) setting forth the Purchaser Entities’ calculation of: (i) Working Capital as of the Adjustment Measurement Time; (ii) Indebtedness as of immediately prior to Closing; (iii) Cash as of the Adjustment Measurement Time; and (iv) the Purchase Price, and (B) an unaudited, consolidated balance sheet of the Target Group Entities. For purposes of preparing and reviewing the Closing Statement or any Disagreement Notice, the Parties agree to provide each other and their respective Representatives, upon reasonable advance notice, reasonable access during normal business hours to their respective books, records and personnel to the extent relating to the Business throughout the periods during which the Closing Statement is being prepared or evaluated and any disputes that may arise under this Section 2.03 are being resolved; provided that (A) the foregoing shall not require a Party to provide, and shall not entitle any opposing Party or any of its Representatives to, access any information or materials that are subject to any attorney-client, work product or other similar privilege if providing such Adjustment access would jeopardize such privilege and (B) any access to information or materials shall be subject to restrictions under applicable Law and Contracts and, if requested, the execution of customary workpaper access letters. If the Seller disagrees with the determination of the Closing Statement, the Seller shall notify the Purchaser shall pay to Seller an amount equal Entities in writing of such disagreement not later than 11:59 p.m. New York time on the date that is forty-five (45) days from the date on which the Closing Statement was delivered to the disputed Adjustment Amount Seller, which written notice shall set forth any such disagreement in reasonable detail (“Disagreement Notice”), together with reasonable supporting documentation. If the Seller fails to deliver a Disagreement Notice by the date and time set forth in the immediately prior sentence, the Seller shall be deemed to have accepted the Closing Statement delivered by the Purchaser Entities, and such Closing Statement shall be final and binding on the Parties for all purposes hereunder. In no event shall the Seller be entitled to submit more than one (1) Disagreement Notice and matters included in the calculations in the Closing Statement to which the Seller does not object in the Disagreement Notice shall be deemed accepted by the Seller, shall be deemed final and binding on the Parties and shall not be subject to further dispute or review. (c) The Seller and the Purchaser Entities will negotiate in good faith to resolve the matters pertaining to the Disagreement Notice, and all such discussions related thereto will (unless otherwise agreed in writing by the Purchaser Entities and the Seller) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule, but if the Purchaser Entities and the Seller are unable to so resolve any disagreement within thirty (30) days after delivery by the Seller of a Disagreement Notice, the Purchaser Entities and the Seller shall jointly appoint KPMG, or if KPMG is unable or unwilling to accept such engagement, the Purchaser Entities and the Seller shall jointly select another mutually acceptable nationally recognized firm of independent certified public accountants and experts in the United States in this matter, the retention of which will not give rise to present or potential future auditor independence problems for the Seller, the Purchaser Entities or any of their respective Affiliates, as finally determined in the reasonable discretion of the Seller and the Purchaser Entities, to resolve such disagreement (KPMG or the firm so selected, as applicable, the “Accounting Firm”). The Parties shall instruct the Accounting Firm to consider only those items and amounts set forth in the Closing Statement as to which the Seller has disagreed pursuant to a Disagreement Notice and for which the Purchaser Entities and the Seller have not resolved such disagreement (“Disputed Items”). Neither the Purchaser Entities nor the Seller shall have any ex parte communications with the Accounting Firm. The Accounting Firm will act as an expert and not as an arbitrator and the scope of the disputes to be payable resolved by the Accounting Firm shall be limited to whether the Closing Statement was prepared in accordance with the terms hereof (including the Accounting Principles), and whether there were mathematical errors in the calculation of the Closing Statement, and the Accounting Firm shall not make any other determination. The Accounting Firm shall make its determination based solely on written submissions provided by the Purchaser Entities and the Seller and not pursuant to any independent review. In resolving any such disagreement, the Accounting Firm may not assign a value to an item greater than the greatest value for such item claimed by the Purchaser Entities in the Closing Statement or by the Seller in the Disagreement Notice or less than the lowest value for such item claimed by the Purchaser Entities in the Closing Statement or by the Seller in the Disagreement Notice. The Purchaser Entities and the Seller shall use commercially reasonable efforts to cause the Accounting Firm to deliver to all Parties, as promptly as practicable, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement along with reasonable details of the basis for the Accounting Firm’s determination with respect to such Adjustment Statementeach Disputed Item. All Adjustment Statement payments Such report shall be less final and binding upon the Estimated Adjustment Amount; providedParties, howeverabsent fraud or manifest error. The fees, that if such amount costs and expenses of the Accounting Firm arising in connection with this Section 2.03 shall be less than zeroborne by the Parties in such proportion to reflect the relative amount of each Party’s determination that has been modified pursuant to the Accounting Firm’s report. For example, if the Seller claims in the Disagreement Notice that it is entitled to an adjustment payment of $100,000, but the Accounting Firm determines that the Seller has a valid claim for only $30,000, then within five the Purchaser Entities shall bear thirty percent (530%) Business Days after of the final determination fees, costs and expenses of the Accounting Firm and the Seller shall bear the other seventy percent (70%) of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of paymentfees, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, costs and in immediately available United States fundsexpenses.

Purchase Price Adjustment. (a) Within 30 days after Seller agrees that it shall refund to Purchaser, pursuant to the Closingterms of this Section 2.05, Seller shall prepare and deliver a portion of the Closing Date Payment Amount equal to Purchaser a statement the Asset Adjustment Amount (eachas defined below). As of the Closing Date, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller shall be deemed "closed," a physical inventory shall be taken of the Assets, and within 60 days (or such longer period as is required for an audit to be completed) of such date the independent auditors selected by Purchaser shall have performed a balance sheet audit of the Assets (at Purchaser's expense). Such auditors shall prepare a balance sheet based on such physical inventory in accordance with Applicable Accounting Principles (the "Closing Date Balance Sheet"). If requested, Seller and ▇▇▇▇▇ shall make reasonable efforts to assist Purchaser and its representatives in the preparation of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may beDate Balance Sheet. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement Date Balance Sheet shall be prepared using binding on the same generally accepted accounting principles, policies parties hereto and methods as Seller has historically used in connection with the calculation shall constitute conclusive evidence of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with net book value of the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timeAssets. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of Promptly upon the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute Closing Date Balance Sheet being delivered to Seller, Purchaser and but in no event more than 10 days following such date, the Seller shall submit pay to Purchaser in immediately available funds the amounts remaining amount on a dollar-for-dollar basis by which the value of the Working Capital as reflected in dispute for determination and resolution to the Independent Accounting FirmClosing Date Balance sheet is less than $[287,546]. For this purpose, Working Capital shall equal current assets (exclusive of cash, accounts receivable which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amountshave aged more than 100 days, and such report shall be final, binding and conclusive on any amounts due from ▇▇▇▇▇) less current liabilities (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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statementshortfall, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments if any, shall be less the Estimated "Asset Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds).

Purchase Price Adjustment. (a) Within 30 As promptly as practicable and in any event within sixty (60) days after the ClosingClosing Date, Seller the Buyer shall prepare and deliver to Purchaser Seller a statement (each, an "Adjustment the “Buyer’s Statement"”) which reflects setting forth in reasonable detail its calculation of (i) the net book valueNet Working Capital, as reflected of 11:59 p.m., New York time, on the books of Seller as of day immediately prior to the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro UnitsDate, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance Cash of the Company and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Unitsits Subsidiaries, as of 11:59 p.m., New York time, on the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days day immediately prior to the Closing consistent with Seller's current inventory procedures Date, (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation iii) Indebtedness of the items reflected Company and its Subsidiaries, as of 11:59 p.m., New York time, on such Adjustment the day immediately prior to the Closing Date, (iv) the Due Diligence Report Expenses and (v) the Seller Transaction Expenses. (b) After delivery of the Buyer’s Statement. Purchaser agrees , the Buyer shall give Seller and its Representatives and Affiliates reasonable access to cooperate with Seller review the work papers, schedules, memoranda and other documents prepared or reviewed by the Buyer and its Representatives in connection with the preparation of each Adjustment the Buyer’s Statement and related informationallow them to make reasonable inquiries of its Representatives regarding questions concerning, or disagreements with, the Buyer’s Statement and the Buyer shall cause its Representatives to reasonably cooperate with and respond to such inquiries provided that such actions do not unreasonably interfere with the operations of the Buyer, the Company and its Subsidiaries. The Buyer shall, and shall provide cause the Company and its Subsidiaries and its Affiliates to, reasonably cooperate with Seller and its Representatives and Affiliates in the review of the Buyer’s Statement, including by providing reasonable access to Seller such the books, records and information Representatives of the Buyer, the Company and its Subsidiaries and their respective Affiliates in connection therewith (subject, in the case of the Buyer’s auditors, to execution by Seller of such reasonable and customary acknowledgement or non-reliance letter as such auditors may be reasonably requested from time to timerequest). (bc) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; providedWithin thirty (30) days after delivery of the Buyer’s Statement to Seller, however, that Purchaser shall notify Seller will advise the Buyer in writing of whether it agrees with the disputed amountBuyer’s Statement or whether Seller objects to it. If Seller disputes any amounts reflected on the Buyer’s Statement, and it shall deliver to the Buyer a statement setting forth its objections thereto, setting forth, in reasonable detail, the basis of for such dispute, within ten (10) Business Days of Purchaser's receipt the dollar amounts involved and Seller’s calculation of the applicable Adjustment Buyer’s Statement, within thirty (30) days of the Buyer’s delivery of the Buyer’s Statement to Seller (such written notice of objection, the “Objection Statement”). In If an Objection Statement is not delivered to the event Buyer within thirty (30) days after delivery of a dispute with respect the Buyer’s Statement to any part of an Adjustment AmountSeller, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts the Buyer’s Statement shall be final, binding and conclusive on non-appealable by the partiesparties hereto. If Purchaser Seller and the Buyer shall negotiate in good faith to resolve any objections made by Seller, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objection Statement, either Seller or the Buyer may submit the issues remaining in dispute for final resolution to Deloitte & Touche LLP or if Deloitte & Touche LLP is unable to serve, to an independent certified public accounting firm of national reputation mutually agreed by the Buyer and Seller (the firm so determined, “Arbitrator”). Each party agrees to execute, if requested by the Arbitrator, a reasonable and customary engagement letter, including customary indemnities. The Arbitrator shall consider only those items and amounts which are identified in the Objection Statement and which the Buyer and Seller are unable to reach resolve. In resolving any item of dispute, the Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either the Buyer or Seller or less than the smallest value for such item claimed by either the Buyer or Seller. Seller and the Buyer shall use their commercially reasonable efforts to cause the Arbitrator to resolve all disagreements as soon as practicable and in any event within thirty (30) days after the submission of any dispute to the Arbitrator. The resolution of such differences within 30 days of receipt of Purchaser's written notice of the dispute to Seller, Purchaser and Seller shall submit by the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report Arbitrator shall be final, binding and conclusive non-appealable on the parties hereto with respect hereto. The costs and expenses of the Arbitrator shall be borne by Seller and the Buyer based on the percentage which the portion of the contested amount not awarded to such party bears to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally amount actually contested by Purchaser and Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statementsuch party, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less by the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsArbitrator.

Purchase Price Adjustment. (a) Within 30 days after the Closing, Seller shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as As of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at Effective Date, the Purchase Price shall be increased or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Unitsdecreased, as the case may be. The Inventory Adjustment Amount and , on a dollar-for-dollar basis by the Maintenance and Capital Expenditures Amount for amount by which the Closing Assumed Current Liabilities is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures greater or less than $1,500,000 (the "Inventory Survey"“Liabilities Target”). Seller will permit an employee; provided, or representativehowever, of Purchaser in no event shall there be any adjustment pursuant to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principlesthis Section 3.2 resulting from reserves for bad debt, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related informationinventory obsolescence, and shall provide to Seller such books, records and information as may be reasonably requested from time to timeand/or contractual allowances. (b) Purchaser may dispute an Inventory Adjustment Amount or The Purchase Price shall be subject to adjustment, if any, as specified in this Section 3.2(b). (i) At least two Business Days prior to the Closing Date, the Representative shall deliver to Buyer a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing statement of Assumed Current Liabilities as of the disputed amountEffective Date (the “Initial Draft Assumed Liabilities Closing Statement”) prepared by Sellers. The Initial Draft Assumed Liabilities Closing Statement shall be prepared in conformity with the definition of Assumed Current Liabilities and in accordance with the calculations set forth on Schedule 3.2(b). (ii) As soon as practicable following the Closing, with the assistance of the Company’s accountants, Buyer shall prepare a statement of Assumed Current Liabilities as of the Effective Date (the “Second Draft Assumed Liabilities Closing Statement”). The Second Draft Assumed Liabilities Closing Statement shall be prepared in conformity with the definition of Assumed Current Liabilities and in accordance with the calculations set forth on Schedule 3.2(b). Buyer shall deliver the Second Draft Assumed Liabilities Closing Statement to the Representative not later than 90 calendar days following the Closing Date. (iii) The Second Draft Assumed Liabilities Closing Statement shall be final and binding upon the Parties, and shall be deemed to be the basis of such disputeAssumed Liabilities Closing Statement, (as defined below) unless, within ten (10) Business Days of Purchaser's 30 calendar days after receipt of the applicable Adjustment Second Draft Assumed Liabilities Closing Statement from Buyer, the Representative shall provide to Buyer a report indicating its objections to the Second Draft Assumed Liabilities Closing Statement. Any such objections shall be set forth in reasonable detail in a report (the “Representative’s Report”) that shall indicate the grounds upon which the Representative disputes that the Second Draft Assumed Liabilities Closing Statement has been prepared in accordance with the requirements of this Agreement. Buyer shall provide to the Representative reasonable access (at such time as reasonably agreed to between Buyer and the Representative), during normal business hours, to the books and records of the Company and to the Company’s personnel and accountants in connection with the Representative’s preparation of the Representative’s Report, provided that the Representative shall not interfere with the Business in the exercise of such right. (iv) Within 15 calendar days after the receipt by Buyer of the Representative’s Report, the Representative and Buyer shall endeavor in good faith to agree on any matters in dispute. (v) If Buyer and the Representative are unable to agree on any matters in dispute within 15 calendar days after receipt by Buyer of the Representative’s Report, the matters in dispute will be submitted for resolution to the office of Ernst & Young located in Boston, Massachusetts or such other independent accounting firm of regional or national reputation as may be mutually acceptable to Buyer and the Representative (the “Independent Accounting Firm”), which Independent Accounting Firm shall, within 30 calendar days after such submission, determine and issue a written report to the Representative and Buyer regarding, such disputed items, which written report shall be final and binding upon the Parties. The Representative and Buyer shall cooperate with each other and each other’s representatives to enable the Independent Accounting Firm to render a written report as promptly as possible. The fees and expenses of the Independent Accounting Firm shall be borne equally by Buyer, on the one hand, and Sellers, on the other hand, with one Party reimbursing the other, if necessary, following such determination. In acting under this Agreement, the event Independent Accounting Firm shall be entitled to the privileges and immunities of a arbitrators. (vi) The statement of Assumed Current Liabilities incorporating the resolution of matters in dispute with respect to any part of an Adjustment AmountAssumed Current Liabilities (or, Purchaser and Seller shall attempt if a Representative’s Report is not provided within the time prescribed in Section 3.2(b)(iii), the Second Draft Assumed Liabilities Closing Statement) is referred to reconcile their differences and any resolution by them as to any disputed amounts the “Assumed Liabilities Closing Statement.” The Assumed Liabilities Closing Statement shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 SellerParties. (cvii) Within ten If the Assumed Current Liabilities calculated by reference to the Assumed Liabilities Closing Statement (10the “Final Assumed Current Liabilities”) Business Days after Purchaser's receipt of an Adjustment Statementare less than the Liabilities Target, Purchaser the Purchase Price shall pay all undisputed amounts, or if there is be increased on a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller dollar-for-dollar basis by an amount equal to such shortfall (the disputed Adjustment Amount “Assumed Liabilities Shortfall”). In such event, Buyer shall pay to Sellers the amount of the Assumed Liabilities Shortfall. If the Final Assumed Current Liabilities are greater than the Liabilities Target, the Purchase Price shall be decreased on a dollar-for-dollar basis by an amount equal to such surplus (the “Assumed Liabilities Surplus”). In such event, Sellers shall pay to Buyer the amount of the Assumed Liabilities Surplus. (viii) Any payment of Assumed Liabilities Surplus to be made by Sellers pursuant to Section 3.2(b)(vii) shall be paid by Sellers in cash within ten calendar days after the date of receipt by Buyer and the Representative of the Assumed Liabilities Closing Statement as finally determined established pursuant to this Section 3.2. Any payment of Assumed Liabilities Shortfall to be payable with respect made by Buyer pursuant to such Adjustment StatementSection 3.2(b)(vii) shall be paid in cash within ten calendar days after the date of receipt by Buyer and the Representative of the Assumed Liabilities Closing Statement as finally established pursuant to this Section 3.2. All Adjustment Statement If applicable, all payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay made to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid Sellers on a pro rata basis in accordance with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.Schedule A.

Purchase Price Adjustment. (a) Within 30 days As soon as practicable after the Closingdate hereof, until the Closing or earlier termination of this Agreement pursuant to Article VII, the Seller shall prepare and provide the Purchaser access to each site that contains Acquired Inventory in order to facilitate the Purchaser’s review of the Seller’s estimate of the Inventory Value. Three (3) Business Days before the Closing Date, the Seller shall deliver to the Purchaser a statement good faith estimate (each, an "Adjustment the “Estimate Statement"”) which reflects of (i) the net book value, as reflected on Inventory Value and the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount")calculated by reference thereto, (ii) if the amounts of 2014 Adjusted EBITDA and the EBITDA Adjustment have become final pursuant to Section 1.05, then 2014 Adjusted EBITDA and the EBITDA Adjustment calculated by reference thereto, and (iii) based on the foregoing clauses (i) and (ii) ), as applicable, the Maintenance and Capital Expenditures Amount applicable Purchase Price. The Estimate Statement with respect to the Thermal Units or Inventory Value and the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using in accordance with the same generally accepted accounting principles, policies protocol described in Schedule 1.06(a). The Seller and methods as Seller has historically used the Purchaser shall cooperate in connection with good faith and endeavor to resolve any disputes regarding the calculation of the items reflected on such Adjustment Estimate Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser no party shall notify Seller in writing be entitled to delay the Closing as a result of the disputed amount, and the basis of any such dispute, within ten (10) Business Days of Purchaser's receipt of . If the applicable Adjustment Statement. In the event of a dispute with respect parties agree to any part of an Adjustment Amountchanges to the Estimate Statement, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them the term “Estimate Statement” as to any disputed amounts used in this Agreement shall be finaldeemed to reflect such changes. For the avoidance of doubt, binding and conclusive on if the parties. If Purchaser and Seller parties are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute agree to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution any changes to the Independent Accounting FirmEstimate Statement, which the Estimate Statement shall be instructed to determine and report to in the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on form delivered by 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such the estimate of the Inventory Value set forth on the Estimate Statement (and used to calculate the Inventory Adjustment set forth on the Estimate Statement) shall in no event exceed an amount equal to 110% of the highest of the values of month-end Inventory recorded in the books and records of the Seller for any of the twelve (12) months ending prior to the month in which the Closing occurs, which month-end values shall be less than zero, then within five (5) Business Days after reasonably evidenced to the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsPurchaser.

Purchase Price Adjustment. (a) Within 30 PREPARATION OF FINAL WORKING CAPITAL STATEMENT. As promptly as practicable following the Closing Date (but in no event later than 60 days after the ClosingClosing Date), Seller the Buyer shall prepare prepare, and deliver cause Ernst & Young LLP, the accountants of the Buyer (the "Buyer's Accountants"), to Purchaser certify, a statement (each, an the "Adjustment Final Working Capital Statement") which reflects setting forth the computation of the Final Working Capital (ias defined below) of the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory Date, which statement shall be prepared in accordance with generally accepted accounting principles (FERC account no. 151"GAAP") and stores inventory (FERC account no. 154) used at or in connection consistently applied with the Thermal Units or historical financials of the Hydro UnitsSeller. For purposes of preparing the Final Working Capital Statement, "Final Working Capital" shall mean working capital as determined in accordance with Chapter 3 of Accounting Research Bulletin 43 and other GAAP, consistently applied with the case may be (the "Inventory Adjustment Amount")Seller's historical financials, and (i) specifically including the Seller's prepaid deposits to the extent such deposits have value and are recoverable, but specifically excluding security deposits on outstanding operating leases considered as other assets on the Seller's financial statements, (ii) specifically excluding current liabilities included in Designated Debt, (iii) specifically excluding prepaid expenses with no value on a going-forward basis, and (iv) inventory shall be, as of the Maintenance Closing Date, good, usable and Capital Expenditures Amount applicable of merchantable quality. The Seller's inventory shall include no items, unless a reserve has been established with respect thereto on the books of the Seller, which are (A) over one year old, (B) in excess of one year's sales requirements, based on the Seller's historical sales to its continuing customers, (C) decorated or colored items (other than white) for which the Thermal Units Seller has no customer purchase orders, or any item, or the Hydro Unitsmatching component to any item, as which has been discontinued in the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's product line or (D) discontinued by the Seller's customers for which there are no other current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timecustomers. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 ninety (90) days after the ClosingClosing Date, Seller Buyer shall prepare and deliver to Purchaser Parent a statement of Closing Working Capital and a statement of Closing Debt and the balance sheet of the Business as of the close of business on the Closing Date (eachcollectively, the “Closing Statements”). The Closing Statements shall be reviewed by KPMG LLP or, if KPMG LLP is unavailable, another accounting firm of recognized international standing upon which Parent and Buyer shall mutually agree (the “Closing Statement Firm”), with the cost of such review to be shared equally by Buyer and Parent, and shall be prepared in accordance with the accounting principles set forth on Schedule 2.8(a) (the “Accounting Principles”). The Closing Statements shall be accompanied by an "Adjustment Statement"agreed upon procedures report duly executed by the Closing Statement Firm. Parent and Buyer shall work together in good faith to agree within fifteen (15) which reflects Business Days of the date hereof upon the procedures to be followed by the Closing Statement Firm in its review of the Closing Statements. During the preparation of the Closing Statements by Buyer and the period of any dispute with respect to the application of this Section 2.8, Parent shall, and shall cause the Subsidiary Sellers and their respective Affiliates to, (i) provide Buyer and Buyer’s accountants, advisors and other representatives with reasonable access during normal business hours to the net book valueBooks and Records, as reflected on properties and personnel of Parent to the books of Seller as extent relevant to the preparation of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), Statements and (ii) the Maintenance assist Buyer and Capital Expenditures Amount applicable to the Thermal Units or the Hydro UnitsBuyer’s accountants, as the case may be. The Inventory Adjustment Amount advisors and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used other representatives in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timethe Closing Statements. (b) Purchaser Parent may dispute an Inventory Adjustment Amount the amounts reflected on the line items of a Closing Statement (each, a “Disputed Item”), but only on the basis of (i) mathematical errors or a Maintenance and Capital Expenditures Amount(ii) such Closing Statement not being calculated in accordance with Section 2.8; provided, however, that Purchaser in each case Parent shall notify Seller Buyer in writing of each Disputed Item, and specify in reasonable detail the disputed amount, amount thereof in dispute and the basis therefor, within thirty (30) days after such Closing Statement has been received by Parent. The failure by Parent to provide a notice of Disputed Items to Buyer within such period will constitute Parent’s final and binding acceptance of all items in such Closing Statement. (c) If a notice of Disputed Items shall be timely delivered pursuant to clause (b) above, Parent and Buyer shall, during the ten (10) Business Days following the date of such disputedelivery (the “Resolution Period”), negotiate in good faith to resolve the Disputed Items. If, during the Resolution Period, the parties reach an agreement, such agreement shall be evidenced in writing and such Closing Statement (as revised pursuant to such written agreement) shall become final and binding on the date of such agreement. If, during the Resolution Period, the parties are unable to reach agreement, Parent and Buyer shall refer all unresolved Disputed Items to BDO ▇▇▇▇▇▇▇ LLP or, if BDO ▇▇▇▇▇▇▇ LLP is unavailable, another independent accounting firm of recognized international standing upon which Parent and Buyer shall mutually agree (the “Independent Accountant”). The Independent Accountant shall make a determination, acting as an expert and not as an arbitrator, with respect to unresolved Disputed Items within thirty (30) days after its engagement by Parent and Buyer, which determination shall be made in accordance with the rules set forth in this Section 2.8. In making such determinations, the Independent Accountant shall consider only the Disputed Items (and not any other items or amounts in such Closing Statement), and shall resolve the amount of each Disputed Item within the range of difference between Buyer’s and Parent’s calculations of such item. The Independent Accountant shall deliver to Parent and Buyer, within such thirty (30) day period, a report setting forth (i) its adjustments, if any, to such Closing Statement and (ii) the calculations supporting such adjustments. Such report shall be final, conclusive and binding on the parties. Parent and Buyer shall share equally all costs incurred in connection with the engagement of the Independent Accountant. (d) If the Estimated Closing Working Capital exceeds the Final Closing Working Capital, or if the Final Closing Debt exceeds the Estimated Closing Debt, then Parent, for itself and as agent for the Subsidiary Sellers, shall pay to Buyer, for itself and as agent for the Affiliated Buyers, the amount of such shortfall in accordance with paragraph (e). If the Final Closing Working Capital exceeds the Estimated Closing Working Capital, or if the Estimated Closing Debt exceeds the Final Closing Debt, then Buyer, for itself and as agent for the Affiliated Buyers, shall pay to Parent, for itself and as agent for the Subsidiary Sellers, the amount of the excess in accordance with paragraph (e). (e) All payments to be made under paragraph (d) will be paid by the party obligated to make such payment under this Section 2.8 (the “Paying Party”) to the other party (the “Receiving Party”), for itself and as agent for its Affiliates (as applicable), within ten (10) Business Days of Purchaser's receipt days after the determination of the applicable Adjustment Agreed Closing Statement. In , in dollars by wire transfer of immediately available funds, in accordance with written instructions given by the event of a dispute with respect Receiving Party to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts the Paying Party (which instructions shall be finalprovided by the Receiving Party promptly, binding and conclusive no later than eight (8) days, after the determination of the Agreed Closing Statement (or such later time as may be agreed by Parent and Buyer)), together with interest on such amount from the Closing Date to the date of such payment, at a rate equal to the Interest Rate on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 SellerClosing Date. (cf) Within ten For purposes of the preparation of the Closing Statements and determining amounts of payments to be made under Section 2.8(d), all amounts in a currency other than dollars shall be converted to dollars at the applicable Bloomberg Currency Composite Rate (10London (CMPL)) (or any successor thereto) at 6 p.m., London time, on the Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amountsDay prior to the Closing Date, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount other date as finally determined Parent and Buyer may agree to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest appropriate for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsrelevant calculation.

Purchase Price Adjustment. (a) Within 30 90 days after the ClosingClosing Date, Seller CBS shall at its expense prepare and deliver to Purchaser a statement of Working Capital (each, an the "Adjustment StatementStatement --------- of Working Capital") which reflects and a statement of Net Assets (ithe "Statement of Net ------------------ ---------------- Assets") the net book value, as reflected on the books of Seller as of the close of business on the Closing Date setting forth Working ------ Capital (as defined below), and Net Assets (as defined below), respectively, together with separate special-purpose reports of all fuel inventory (FERC account no. 151) CBS's independent auditors to the effect that the Statement of Working Capital and stores inventory (FERC account no. 154) used at or the Statement of Net Assets have been prepared and audited in connection compliance with the Thermal Units or the Hydro Units, as the case may be (requirements of this Section 2.5. The Statement of Working Capital and Statement of Net Assets are collectively the "Inventory Adjustment AmountStatements." ---------- During the 60-day period following Purchaser's receipt of the Statements, Purchaser and its independent auditors shall be permitted to review and make copies reasonably required of the working papers of CBS and its independent auditors relating to the Statements and shall have reasonable access to CBS representatives and its independent auditors. The Statement of Working Capital shall become final and binding upon the parties on the 60/th/ day following delivery thereof, unless Purchaser gives written notice of its disagreement with the Statement of Working Capital ("Notice of Disagreement") to ---------------------- CBS prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted, (B) only include disagreements based on mathematical errors or based on Working Capital not being calculated in accordance with this Section 2.5, (C) only include disagreements based on the Statement of Working Capital, (D) be accompanied by a signed written confirmation by Purchaser that it has complied with the covenants set forth in Section 2.5(e), and (iiE) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted if Purchaser's independent auditors are engaged by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of the Notice of Disagreement, be accompanied by a written confirmation of Purchaser's independent auditors that they concur with each Adjustment of the positions taken by Purchaser in the Notice of Disagreement. If a Notice of Disagreement complying with the preceding sentence is received by CBS in the period specified, then the Statement of Working Capital (as revised in accordance with clause (I) and related information(II) below) shall become final and binding upon the parties on the earlier of (I) the date CBS and Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). During the 60-day period following the delivery of a Notice of Disagreement that complies with the preceding paragraph, CBS and Purchaser shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period, CBS and its independent auditors shall be permitted to review and make copies reasonably required of the working papers of Purchaser and shall have reasonable access to its representatives and its independent auditors, including their working papers and make copies reasonably required relating to the preparation of the Notice of Disagreement. If, at the end of such 60-day period, CBS and Purchaser have not so resolved such differences, CBS and Purchaser shall submit to an independent accounting firm (the "Accounting Firm") --------------- mutually acceptable to the parties for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. CBS and Purchaser shall use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within 30 days following the submission of such matters to the Accounting Firm. CBS and Purchaser agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. Except as specified in the following sentence, the cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.5 shall be borne by CBS and Purchaser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and expenses of CBS's independent auditors incurred in connection with the issuance of their special- purpose reportS relating to the Statements and review of any Notice of Disagreement shall be borne by CBS, and the fees and expenses of Purchaser's independent auditors incurred in connection with their review of the Statements shall provide to Seller such books, records and information as may be reasonably requested from time to timeborne by Purchaser. (b) Purchaser may dispute an Inventory Adjustment The Purchase Price shall be increased by the amount by which Working Capital exceeds the Target Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount(as defined below), and the basis of such disputePurchase Price shall be decreased by the amount by which Working Capital is less than the Target Amount (the Purchase Price as so increased or decreased shall hereinafter be referred to as the "Adjusted Purchase Price"). The Target Amount shall be ----------------------- $14,600,000. If the Purchase Price is less than the Adjusted Purchase Price, Purchaser shall, and if the Purchase Price is greater than the Adjusted Purchase Price, CBS shall, within ten (10) Business Days 10 business days after the Statement of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser Working Capital becomes final and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to upon the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect make payment to the amounts disputed. The fees and disbursements other party by wire transfer in immediately available funds of the Independent Accounting Firm shall be shared equally by Purchaser and Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment difference, together with interest thereon at the three-month treasury ▇▇▇▇ rate (as reported by The Wall Street Journal or, if not reported thereby, by another authoritative source) in effect on the Closing Date plus .25% (the "Rate"), ---- calculated on the basis of the actual number of days elapsed over 365, from the Closing Date to the date of actual payment, compounded annually. Notwithstanding the foregoing provisions of this Section 2.5, if the Statement of Working Capital delivered by CBS pursuant to Section 2.5(a) and any Notice of Disagreement delivered by Purchaser pursuant to Section 2.5(a) both reflect a calculation of Working Capital that if correct would require a payment by the same party, then within five (5) Business Days 10 days after delivery of the final determination Notice of any amounts on such Adjustment StatementDisagreement that party shall make a payment to the other, Purchaser shall pay to Seller in the manner and with interest as provided elsewhere in this Section 2.5(b), in an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five lesser of (5i) Business Days after the final determination of such amount Seller will pay to Purchaser the amount payable by which such that party pursuant to the calculation reflected in the Statement of Working Capital and (ii) the amount is less than zeropayable by that party pursuant to the calculation reflected in the Notice of Disagreement. Any amount paid pursuant to the preceding sentence shall be applied against, and correspondingly reduce, the amount otherwise payable under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds2.5(b).

Purchase Price Adjustment. (a) Within 30 Prior to the Closing Date, ▇▇▇▇▇▇ has prepared and delivered to Purchaser a good faith estimate of its calculation of Working Capital (the “Estimated Working Capital”) as of the close of business on the day immediately prior to the Closing Date and which has been prepared in accordance with the Accounting Principles. (b) As soon as practicable, but no later than sixty (60) days after the ClosingClosing Date, Seller Purchaser shall prepare and deliver to Purchaser a statement Seller its calculation of Working Capital (eachthe “Closing Working Capital”), an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as of the Closing close of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with business on the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days day immediately prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey")Date. Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement The Closing Working Capital shall be prepared in accordance with the books and records of the Business, in accordance with the Accounting Principles and using the same generally accepted accounting principlesmethodology used to determine the Estimated Working Capital. The Parties agree that the Accounting Principles set forth herein are not intended to permit the introduction of different standards, policies and methods as policies, practices, classifications, estimation methodologies, assumptions, or procedures for purposes of determining the Closing Working Capital or Final Working Capital. (c) Seller shall notify Purchaser within thirty (30) days after the date on which Seller receives the Closing Working Capital if Seller has historically used in connection with any objections to the Closing Working Capital. If Seller does not notify Purchaser of any objections within such thirty (30) day period, the calculation of Closing Working Capital shall be deemed to be the items reflected on “Final Working Capital”. If Seller does notify Purchaser of any objections within such Adjustment Statementthirty (30) day period, Seller and Purchaser shall use commercially reasonable efforts thereafter to promptly and mutually resolve all such objections. If Seller and Purchaser agrees do not reach a final resolution of all such objections within thirty (30) days after delivery of Seller’s objections to cooperate with the Closing Working Capital, either Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) or Purchaser may dispute an Inventory Adjustment Amount or submit all unresolved objections to the Independent Accounting Firm. Any documents submitted by a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution Party to the Independent Accounting Firm, which either unilaterally or at the Independent Accounting Firm’s request, shall be instructed to determine and report simultaneously submitted to the partiesother Party. In resolving any submitted objection, the Independent Accounting Firm may not assign a value to any item greater than the highest value claimed for such item or less than the lowest value claimed for such item by either Purchaser or Seller. The Independent Accounting Firm’s decision as to the Parties’ unresolved objections shall be rendered within 30 forty-five (45) days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputedsubmittal. The fees and disbursements determination of the Independent Accounting Firm shall be shared equally by set forth in writing and shall be conclusive and binding upon Purchaser and Seller. The Closing Working Capital shall be revised by Purchaser, as appropriate, to reflect the resolution of any such objections among the Parties or by the Independent Accounting Firm, and such revised Closing Working Capital shall be deemed to be the “Final Working Capital”. (d) As part of the calculation of the Estimated Working Capital and subject to the calculation of the Final Working Capital, Purchaser and Seller will identify the Company’s current and delinquent accounts receivable as of the close of business on the day immediately prior to the Closing Date. Current accounts receivable of the Company will be included as a current asset in the calculation of Working Capital and delinquent accounts receivable of the Company will not be included in the calculating of Working Capital. After the Closing Date on a weekly basis, Purchaser will cause the Company to pay Seller the amount of any delinquent accounts receivable that was collected by the Company during the preceding week and, if not collected and paid to Seller within 60 days after the Closing Date, Purchaser will cause the Company to pay Seller the unpaid balance of any delinquent accounts receivable that Purchaser elects to retain and assign the remaining unpaid delinquent accounts receivable to Seller. (ce) Within ten In the event Purchaser or Seller submits any unresolved objections to the Closing Working Capital to the Independent Accounting Firm for resolution as provided herein, Seller, on the one hand, and Purchaser, on the other hand, shall share responsibility for the fees and expenses of the Independent Accounting Firm as follows: (10i) Business Days after Purchaser's receipt if the Independent Accounting Firm resolves all of an Adjustment Statementthe unresolved objections in favor of Seller, Purchaser shall pay be responsible for all undisputed amountsof the fees and expenses of the Independent Accounting Firm; (ii) if the Independent Accounting Firm resolves all of the unresolved objections in favor of Purchaser, or Seller shall be responsible for all of the fees and expenses of the Independent Accounting Firm; and (iii) if there is the Independent Accounting Firm resolves some of the unresolved objections in favor of Seller and the rest of the unresolved objections in favor of Purchaser, (A) Seller shall be responsible for a dispute with respect to any proportionate amount of such Adjustment Statement within five the fees and expenses of the Independent Accounting Firm based on the dollar amount of the unresolved objections resolved against Seller compared to the total amount of all unresolved objections submitted to the Independent Accounting Firm and (5B) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay be responsible for a proportionate amount of the fees and expenses of the Independent Accounting Firm based on the dollar amount of the unresolved objections resolved against Purchaser compared to Seller an the total dollar amount of all unresolved objections submitted to the Independent Accounting Firm. (f) The Preliminary Purchase Price shall then be adjusted, upwards or downwards, as follows: (i) For the purposes of this Agreement, the “Net Adjustment Amount” means the amount, which may be positive or negative, equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less Final Working Capital minus the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsWorking Capital.

Purchase Price Adjustment. (a) Within 30 days after Section 2.04(a) of the ClosingSeller Disclosure Letter sets forth certain current assets and current liabilities accounts and certain accounting principles, Seller shall prepare methodologies and deliver to Purchaser a statement (eachpolicies used in the determination of such accounts. Such accounts of the Business, an "Adjustment Statement") which reflects (i) the net book valuecumulatively, as reflected on of immediately before the books of Seller as effective time of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or as set forth in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"Section 2.05(a)), determined in accordance with Section 2.04(a) of the Seller Disclosure Letter, and (ii) the Maintenance principles, methodologies and Capital Expenditures Amount applicable policies set forth therein and, to the Thermal Units or extent not set forth therein, in accordance with U.S. GAAP, shall constitute the Hydro Units“Modified Working Capital”. For the avoidance of doubt, as amounts included in the case may be. The Inventory determination of Closing Net Indebtedness, Closing Transaction Expenses and Pension Plan Purchase Price Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using excluded from the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation determination of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timeModified Working Capital. (b) If the Purchase Price as finally determined in accordance with this Section 2.04 is less than the Estimated Purchase Price, Seller shall pay to Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing the total amount of the disputed amountsuch deficit, and if the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of Purchase Price as finally determined in accordance with this Section 2.04 exceeds the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment StatementEstimated Purchase Price, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any Seller the total amount of such Adjustment Statement excess, in either case by wire transfer of immediately available U.S. dollar funds, within five three (53) Business Days after the final determination of any amounts on such Adjustment Statementthe Purchase Price, Purchaser shall pay to Seller an amount equal to account designated by the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less party receiving payment no later than zero, then within five two (52) Business Days after the final determination of such amount the Purchase Price. (c) As promptly as practicable (and, in any event, within ninety (90) days after the Closing), Purchaser shall prepare and deliver to Seller will pay a statement setting forth Purchaser’s calculation of (i) Modified Working Capital, (ii) Closing Net Indebtedness, (iii) Closing Transaction Expenses and (iv) the Purchase Price pursuant to Purchaser this Section 2.04 (the amount by “Closing Statement”), which such amount shall be prepared in accordance with the accounting principles, methodologies and policies set forth in Section 2.04 of the Seller Disclosure Letter (and, to the extent not set forth therein, in accordance with U.S. GAAP). The parties agree to provide each other and their respective Representatives reasonable access, during normal business hours and upon reasonable notice, to their respective books, records, work papers and personnel (and any other information which either party reasonably requests to the extent relating to the Business (including, for the avoidance of doubt, the Business in any Deferred Asset Jurisdictions)) throughout the periods during which the Closing Statement is less than zero. Any amount paid being prepared or evaluated and any disputes that may arise under this Section 1.04 2.04 are being resolved, in each case in a manner that does not interfere unreasonably with the operations of such party’s businesses. Notwithstanding the foregoing, neither Purchaser nor Seller shall be paid required to (x) violate any obligation of confidentiality to which Purchaser or Seller may be subject in discharging their obligations pursuant to the immediately preceding sentence, and (y) provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such party or contravene any applicable Laws. If Seller disagrees with interest the determination of the Closing Statement, Seller shall notify Purchaser in writing of such disagreement within sixty (60) days after delivery of the Closing Statement, which written notice shall set forth any such disagreement in reasonable detail (“Disagreement Notice”). If Seller fails to deliver a Disagreement Notice by the end of such 60-day period, Seller shall be deemed to have accepted the Closing Statement delivered by Purchaser. Matters included in the calculations in the Closing Statement to which Seller does not object in the Disagreement Notice shall be deemed accepted by Seller and shall not be subject to further dispute or review. Purchaser and Seller shall negotiate in good faith to resolve any such disagreement, and any resolution agreed to in writing by Purchaser and Seller shall be final and binding upon the parties. (d) If Purchaser and Seller are unable to resolve any disagreement as contemplated by Section 2.04(c) within thirty (30) days after delivery by Seller of a Disagreement Notice, Purchaser and Seller shall jointly select a mutually acceptable nationally recognized third party accounting firm, the retention of which will not give rise to present or potential future auditor independence problems for Seller, Purchaser or any of their respective Affiliates or Subsidiaries, as determined by the period commencing reasonable discretion of Seller and Purchaser, to resolve such disagreement (the firm so selected shall be referred to herein as the “Accounting Arbitrator”). In the event that Purchaser and Seller are unable to agree on the date appointment of Closing through the date of paymentAccounting Arbitrator, calculated as provided above, then the Accounting Arbitrator shall be appointed, at the prime rate request of either Purchaser or Seller, by the American Arbitration Association, which Accounting Arbitrator shall be another nationally recognized third party accounting firm. The parties shall instruct the Accounting Arbitrator to consider only those items and amounts set forth in the Closing Statement as to which Purchaser has disagreed pursuant to a Disagreement Notice and Purchaser and Seller have not resolved their disagreement. The scope of the disputes to be resolved by the Accounting Arbitrator shall be limited to whether such calculation was done in accordance with the terms hereof, the accounting methods, standards, policies, practices, classifications, estimation methodologies, assumptions or procedures used to prepare the Closing Statement, and whether there were mathematical errors in the calculation of the Closing Statement, and the Accounting Arbitrator shall not make any other determination. The Accounting Arbitrator shall make its determination based solely on written submissions, presentations and supporting material provided by Purchaser and Seller and not pursuant to any independent review. In resolving any such disagreement, the Accounting Arbitrator may only select an amount for domestic banks each item in dispute that is within range of values established for such disputed item as determined by reference to the value assigned to such item by Seller in the Disagreement Notice and by Purchaser in the Closing Statement. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Arbitrator to deliver to all parties, as promptly as practicable, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. Such report shall be final and binding upon the parties, absent manifest error. The fees, costs and expenses of the Accounting Arbitrator arising in connection with this Section 2.04 shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to the differences between the Purchase Price as determined by the Accounting Arbitrator and the asserted Purchase Price set forth in the Closing Statement and the Disagreement Notice, respectively. (e) Purchaser and Seller agree that any payments made pursuant to this Section 2.04 shall be allocated in a manner consistent with any allocation agreed to pursuant to Section 2.03(c). (f) With respect to Cash and Cash Equivalents and Indebtedness of the Business denominated in currencies other than U.S. dollars, the Applicable Exchange Rate for each such currency as of immediately before the effective time of the Closing as published by Bloomberg (BGN New York), shall be used to convert such amounts into U.S. dollars for purposes of determining Closing Net Indebtedness in The Wall Street Journal (Northeast Edition) in connection with the "Money Rates" section on the date of Closing, and in immediately available United States fundsadjustments pursuant to this Section 2.04.

Purchase Price Adjustment. (a) Within 30 one hundred eighty (180) days after the Closing, Seller Buyer, at its expense, shall prepare and cause KPMG Peat Marwick LLP to deliver to Purchaser a statement (eachthe Seller audited balance sheets and related statements of income, an "Adjustment Statement") which reflects (i) the net book valueretained earnings and cash flows for SAIF's fiscal year ended December 31, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be 1997 (the "Inventory Adjustment Amount1997 Financial Statements"), ; and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures 12-month period ended September 30, 1998 (the "Inventory Survey12-Month Financial Statements"). Seller will permit an employee, or representative, ) all of Purchaser to observe the Inventory Survey. Each Adjustment Statement which financial statements shall be prepared using the same in accordance with generally accepted accounting principles, policies principles ("GAAP") and methods as Seller has historically used in connection with the calculation rules and regulations of the items reflected on such Adjustment Statement. Purchaser agrees Securities Exchange Commission applicable to cooperate with Seller in connection with the preparation financial reporting of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timepublic companies. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser The Seller shall notify Seller in writing have forty-five (45) days from delivery of the disputed amount, 1997 Financial Statements and the basis 12-Month Financial Statements (collectively, the "Financial Statements") to raise any objection thereto by delivery of written notice to Buyer setting forth such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statementobjections in reasonable detail. In the event of a dispute that the Seller shall fail to so deliver such written objections with respect to any part of an Adjustment Amountthe Financial Statements within such 45-day period, Purchaser and Seller shall attempt to reconcile their differences and then any resolution by them as to any disputed amounts such Financial Statements in respect of which no such objection is so delivered shall be final, deemed final and binding and conclusive on the parties. If Purchaser In the event that any such objections are so delivered, Buyer and the Seller shall attempt, in good faith, to resolve such objections and, if unable to do so within fifteen (15) days of delivery of such objections, shall, within five (5) business days thereafter designate a nationally recognized firm of independent public accountants, mutually satisfactory to Buyer and the Seller (the "Independent Accountants"). In the event that Buyer and the Seller are unable to reach a resolution agree on the Independent Accountants within such 5-business day period, the Independent Accountants shall be designated jointly by the independent accountants of such differences Buyer and SAIF within 30 three (3) business days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller thereafter. The Independent Accountants shall submit the amounts resolve all remaining in dispute for determination and resolution objections to the Financial Statements made by the Seller in accordance herewith within forty-five (45) days from their date of designation. The determination of the Independent Accounting Firm, which Accountants shall be instructed to determine final and report to binding on the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements expenses of the Independent Accounting Firm Accountants shall be shared equally borne one-half by Purchaser the Seller and Sellerone-half by Buyer. (c) Within ten The Cash Purchase Price shall be adjusted in each of the following instances, based on the Financial Statements, as finally determined in accordance herewith, by the amounts (10"Adjustment Amounts") Business Days after Purchaser's receipt determined as follows: (i) in the event that on the Closing Date, SAIF shall have outstanding Funded Debt (as defined below) in excess of an Adjustment Statement[******], Purchaser the Cash Purchase Price shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller be reduced by an amount equal to such excess; (ii) in the disputed event that the sum of [******] shall exceed 1997 EBITDA (as defined below), the Cash Purchase Price shall be reduced by an amount equal to [****] for each $1.00 of such excess (rounded down to the nearest whole dollar); (iii) in the event that the sum of [******] shall exceed 12-Month EBITDA (as defined below), the Cash Purchase Price shall be reduced by an amount equal to [****] for each $1.00 of such excess (rounded down to the nearest whole dollar); and (iv) in the event that the sum of [******] shall exceed Net Current Assets (as defined below), the Cash Purchase Price shall be reduced [************]. Notwithstanding the foregoing, in the event that any item occurring within the period from October 1, 1997 through December 31, 1997 shall negatively effect 1997 EBITDA or 12-Month EBITDA, such item shall be used to reduce the Cash Purchase Price more than once. Within three (3) business days of the final determinations of the Financial Statements, the Seller shall pay to Buyer (whether or not the sum of such Adjustment Amounts shall exceed the Cash Purchase Price) each Adjustment Amount by wire transfer of immediately available funds to an account designated in writing by Buyer. Notwithstanding the foregoing, Buyer may elect, at its sole discretion, to deduct each Adjustment Amount from any portion of the Cash Purchase Price. (d) For purposes hereof, (i) "Funded Debt" shall mean the excess of all indebtedness of the Seller for borrowed money outstanding as finally of the Closing Date (including, without limitation, capitalized lease obligations); (ii) "1997 EBITDA" shall mean the earnings of the Seller for the 12-month period ended December 31, 1997, as set forth in the final, audited 1997 Financial Statements before deduction for interest, taxes, depreciation and amortization, in each case determined to be payable in accordance with GAAP, as adjusted for non-recurring revenue, charges and adjustments set forth on Schedule 1.4(d) with respect to such Adjustment Statement. All Adjustment Statement payments non-recurring and deferred revenue, to the extent actually received, and, with respect to non-recurring charges and adjustments, to the extent actually earned or incurred and to the extent of the amounts thereof which Buyer determines will not be incurred by it in the operation of the Business in the ordinary course from and after Closing; (iii) "12-Month EBITDA" shall be less mean the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after earnings of the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the 12-month period commencing on the date of Closing through the date of paymentended September 30, calculated at the prime rate for domestic banks 1998, as published in The Wall Street Journal (Northeast Edition) set forth in the "Money Rates" section on the date of Closingfinal, audited 12-Month Financial Statements before deduction for interest, taxes, depreciation and amortization, in immediately available United States funds.each case determined in accordance

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment after the Closing as set forth below: (a) Within 30 days The Parties agree that the purpose of the adjustment contemplated by this Section 3.2 is to (i) compensate Seller for payments of certain costs relating to the Assigned Patent Rights, and (ii) to provide Purchaser with an adjustment to reflect any revenue received by Seller with respect to Assigned Assets, in each case, during the period between the Effective Date and the Closing Date (collectively, the “Adjustment Amount”), in each case, as more fully described in Exhibit I. (b) As soon as practicable, but in no event later than 60 days, after the ClosingClosing Date, Seller shall prepare and deliver to Purchaser a closing statement (eachthe “Closing Statement”) setting forth Seller’s good faith calculation of the Adjustment Amount Payable by Purchaser or the Adjustment Amount Payable by Seller, an "Adjustment Statement"as applicable (in each case as defined in Exhibit I), which shall be determined as of 12:01 a.m. Pacific time on the Closing Date and take into account, and set forth as separate line items, all provisions establishing the basis for such calculation, in each case together with supporting documentation used by Seller in calculating such amounts. The Closing Statement (including the calculations therein) which reflects shall be prepared in a manner consistent with Exhibit I. (c) From and after the Closing, Seller shall, and shall cause its Affiliates to, on reasonable prior notice to Seller, (i) the net book value, as reflected on provide Purchaser and its representatives with reasonable access during normal business hours to the books of Seller as and records and work papers of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount")Seller and/or its Affiliates, and (ii) the Maintenance cooperate with and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount assist Purchaser and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used its representatives in connection with the review of such materials, including by making available its employees, accountants and other personnel to the extent reasonably requested, in each case in connection Purchaser’s review of the Closing Statement and subject to third-party confidentiality obligations. (d) If Purchaser has any objections to the Closing Statement or any of the amounts included in the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related informationAmount set forth therein, and it shall provide deliver to Seller a written statement (a “Notice of Objection”) setting forth in reasonable detail the particulars of such booksdisagreement (including the specific items in the Closing Statement that are in dispute and the nature and amount of any disagreement so identified) not later than 60 days after Purchaser’s receipt of the Closing Statement (such 60-day period, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amountthe “Review Period”); provided, however, that such 60-day period shall toll during any time that Seller or any of its Affiliates fail to comply in all material respects with Section 3.2(c). If Purchaser fails to deliver a Notice of Objection within the Review Period (or applicable later date if such period is tolled), the Closing Statement and the Adjustment Amount set forth therein shall be deemed to have been accepted by Purchaser and shall be deemed final and binding upon all of the Parties. If Purchaser delivers a Notice of Objection to Seller within the Review Period, Seller and Purchaser shall notify work in good faith to resolve the Purchaser’s objections within the 30-day period following the delivery of the Notice of Objection. (e) If the Final Closing Statement sets forth an Adjustment Amount Payable by Purchaser (as defined in Exhibit I), then Purchaser (or an Affiliate designated by Purchaser) shall pay in cash to Seller the Adjustment Amount as reflected in the Final Closing Statement. If the Final Closing Statement sets forth an Adjustment Amount Payable by Seller (as defined in Exhibit I), then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the Adjustment Amount as reflected in the Final Closing Statement. Any Purchase Price adjustment payable under this Section 3.2(e) shall be paid by wire transfer of immediately available funds, on or prior to the 5th business day after the determination of the Final Closing Statement pursuant to this Section 3.2. Without limiting the remedies available for any failure to pay the Adjustment Amount within the 5 business days provided in this Section 3.2(e), any payment due and not timely paid in accordance with this Section 3.2(e) shall accrue interest at the rate of 6% per annum (the “Interest Rate”) from the Final Closing Statement Date until the date of payment. (f) In the event that Seller and Purchaser are unable to resolve in writing any of the disputed amountPurchaser’s objections in the Notice of Objection within the 30-day period (or such longer period as may be agreed by Seller and Purchaser) following the delivery of a Notice of Objection, the resolution of all unresolved items (“Disputed Items”) shall be submitted to an arbiter that is a nationally-recognized accounting firm to be mutually selected by Purchaser and Seller to resolve any remaining disagreements. If (i) such mutually selected arbiter is not willing and able to serve in such capacity or (ii) Purchaser and Seller otherwise fail to appoint an arbiter pursuant to the basis immediately preceding sentence within 10 business days after the expiration of the resolution period set forth in the immediately preceding sentence, then Purchaser shall deliver to Seller a list of 3 other arbiters of recognized national standing and Seller shall select one of such dispute3 arbiters (such arbiter as is ultimately selected pursuant to the aforementioned procedures being the “Arbiter”). Purchaser and Seller shall execute any agreement reasonably required by the Arbiter for its engagement hereunder. Purchaser and Seller shall, promptly (but in any event within ten 10 business days) following the formal engagement of the Arbiter, provide the Arbiter (10copying the other upon submission) Business Days with a single written presentation setting forth its respective calculations of Purchaser's and assertions regarding the Disputed Items. Upon receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amountother Party’s presentation, Purchaser and Seller shall attempt be entitled (no later than 5 business days following such receipt) 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, Arbiter a single written response to such other Party’s initial submission setting forth such Party’s objections or rebuttals to the calculations and/or assertions set forth in such initial submission (which responses the Arbiter shall promptly distribute to the other applicable Party). The Arbiter shall be instructed to determine and report render its determination with respect to such disagreements as soon as reasonably practicable (which the partiesParties agree shall not be later than 45 days following the formal engagement of the Arbiter). The adjustment is not intended to permit the introduction of different judgments, within 30 days after such submissionaccounting methods, upon such remaining disputed amountspolicies, principles, practices, procedures, classifications or estimation methodologies for the purposes of determining the Adjustment Amount, and such report the Arbiter shall be final, binding and conclusive not conduct an independent investigation but shall instead base its determination on the parties hereto written submissions of the Parties delivered pursuant to and in accordance with this Section 3.2(f) with respect to the amounts disputedDisputed Items. The fees and disbursements determination of the Independent Accounting Firm shall be shared equally by Purchaser Arbiter, acting as an expert and Seller. (c) Within ten (10) Business Days after Purchaser's receipt of not an Adjustment Statementarbitrator, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount such disagreements shall be binding and final for purposes of such Adjustment this Agreement. The term “Final Closing Statement” as used in this Agreement shall mean the Closing Statement within five that is deemed final in accordance with Section 3.2(d) or the Closing Statement resulting from the determinations made by the Arbiter in accordance with this Section 3.2(f), as applicable (5) Business Days after the final determination of any amounts on such Adjustment date that the Closing Statement is deemed to be the Final Closing Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment “Final Closing Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsDate”).

Purchase Price Adjustment. (ai) Within 30 60 days after the ClosingClosing Date, Seller shall prepare and deliver to Purchaser Buyer a statement (eachthe "STATEMENT"), certified by an independent, nationally recognized accounting firm retained by Seller ("Adjustment StatementSELLER'S ACCOUNTANTS") which reflects to the effect that the Statement has been prepared in compliance with this Section 1.02(d), setting forth Working Capital (ias defined below) the net book value, as reflected on the books of Seller as of the close of business on the Closing of all fuel inventory Date (FERC account no. 151"CLOSING WORKING CAPITAL") and stores inventory a certificate of Seller that the Statement has been prepared in compliance with the requirements of this Section 1.02(d). Buyer shall cause the Transferred Subsidiaries and their employees to assist Seller and Seller's Accountants in the preparation of the Statement. Buyer or an independent, nationally recognized accounting firm retained by Buyer (FERC account no"BUYER'S ACCOUNTANTS") may participate in the preparation of the Statement; PROVIDED, HOWEVER, that Buyer acknowledges that Seller shall have the primary responsibility and authority for preparing the Statement and Seller's Accountants shall have the primary responsibility and authority for certifying the Statement. 154During the 30-day period following Buyer's receipt of the Statement, Buyer and Buyer's Accountants shall be permitted to review the working papers of Seller and Seller's Accountants relating to the Statement. The Statement shall become final and binding upon the parties on the thirtieth day following delivery thereof, unless Buyer gives written notice of its disagreement with the Statement ("NOTICE OF DISAGREEMENT") used at to Seller on or prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted, (B) only include disagreements based on mathematical errors or based on Closing Working Capital not being calculated in accordance with this Section 1.02(d), (C) be accompanied by a certificate of Buyer that it has complied with the covenants set forth in Section 1.02(d)(iv) and (D) be accompanied by a certificate of Buyer's Accountants that the Notice of Disagreement has been prepared in compliance with this Section 1.02(d) (which certificate may be qualified or limited in a manner that is substantially similar to any qualification or limitation contained in the certificate delivered by Seller's Accountants in connection with the Thermal Units Statement). If a Notice of Disagreement is received by Seller in a timely manner, then the Statement (as revised in accordance with clause (I) or (II) below) shall become final and binding upon Seller and Buyer on the Hydro Units, as the case may be earlier of (the "Inventory Adjustment Amount"), and (iiI) the Maintenance date Seller and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller Buyer resolve in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto they have with respect to the amounts disputedmatters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period Seller and Seller's Accountants shall have access to the working papers of Buyer and Buyer's Accountants relating to the Notice of Disagreement. At the end of such 30-day period, Seller and Buyer shall submit to a United States office of a nationally recognized independent public accounting firm (the "ACCOUNTING FIRM") for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. The Accounting Firm shall be KPMG Peat Marwick LLP or, if such firm is unable or unwilling to act, such other United States office of a nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Seller and Buyer shall use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters submitted to it within 30 days following such submission. Seller and Buyer agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm incurred pursuant to this Section 1.02(d) shall be borne 50% by Seller and 50% by Buyer. The fees and disbursements of Seller's Accountants incurred in connection with their certification of the Independent Accounting Firm Statement and review of any Notice of Disagreement shall be shared equally borne by Purchaser Seller, and Sellerthe fees and disbursements of Buyer's Accountants incurred in connection with their review of the Statement and certification of any Notice of Disagreement shall be borne by Buyer. (cii) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments The Purchase Price shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser increased by the amount by which such Closing Working Capital is greater (less negative) than $(163,530,447) (the "WC AMOUNT"), and the Purchase Price shall be decreased by the amount by which Closing Working Capital is less (more negative) than the WC Amount (the Purchase Price as so increased or decreased shall hereinafter be referred to as the "ADJUSTED PURCHASE PRICE"). If the Purchase Price is less than zero. Any the Adjusted Purchase Price, Buyer shall, and if the Purchase Price is more than the Adjusted Purchase Price, Seller shall, within 10 business days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds of the amount paid under this Section 1.04 shall be paid of such difference, together with interest for thereon at a rate equal to the period commencing rate of interest from time to time announced publicly by Citibank, N.A. as its prime rate, calculated on the date basis of the actual number of days elapsed over 365, from the Closing through Date to the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 days after At least three (3) Business Days prior to the ClosingClosing Date, the Seller Representative shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects the Buyer: (i) a reasonably detailed statement (the net book value“Pre-Closing Statement”) setting forth the Sellers’ good faith calculation of (A) the Estimated Closing Cash, (B) the Estimated Closing Indebtedness, (C) the Estimated Transaction Expenses, (D) the Estimated Working Capital, as reflected on well as the books of Seller as of the Closing of all fuel inventory resulting Working Capital Excess (FERC account no. 151if any) and stores inventory or Working Capital Shortfall (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Unitsif any), as the case may be be, and (E) the "Inventory Adjustment Amount")Estimated Aggregate Consideration, and (ii) the Maintenance and Capital Expenditures Amount applicable Distribution Schedule. (b) Within seventy-five (75) days after the Closing Date, the Buyer shall deliver to the Thermal Units Seller Representative a reasonably detailed statement (the “Post-Closing Statement”) setting forth the Buyer’s good faith calculation of (i) the Closing Cash, (ii) the Closing Indebtedness, (iii) the Closing Transaction Expenses, (iv) the Closing Working Capital and the resulting Working Capital Excess (if any) or the Hydro UnitsWorking Capital Shortfall (if any), as the case may be. The Inventory Adjustment Amount and For the Maintenance and Capital Expenditures Amount avoidance of doubt, for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, purposes of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Post-Closing Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to agree that the amounts disputed. The fees and disbursements of the Independent Accounting Firm Earn-Out Amount shall be shared equally zero dollars ($0). Any actions taken by Purchaser and Sellerthe Buyer at or after the Closing shall not be taken into account for the purpose of preparing the Post-Closing Statement. (c) Within ten (10) Business Days after Purchaser's After receipt of an Adjustment the Post-Closing Statement, Purchaser the Seller Representative shall pay all undisputed amountshave thirty (30) days (the “Review Period”) to review the Post-Closing Statement. During the Review Period, the Seller Representative and its accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants to the extent that they relate to the Post-Closing Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Post-Closing Statement, as the Seller Representative may reasonably request for the purpose of reviewing the Post-Closing Statement and to prepare a Notice of Disagreement (defined below); provided, that such access shall be in a manner that does not interfere with the normal business operations of the Buyer or if there the Company or their respective businesses. (d) The Post-Closing Statement shall become final and binding upon the parties hereto following the expiration of the Review Period unless the Seller Representative delivers written notice of its disagreement with the Post-Closing Statement (a “Notice of Disagreement”) to the Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the Seller Representative’s objections to the Post-Closing Statement, indicating each disputed item or amount and the basis for the Seller Representative’s disagreement therewith. If a Notice of Disagreement is received by the Buyer prior to the expiration of the Review Period, then during the thirty (30) day period (the “Resolution Period”) following the delivery of a dispute Notice of Disagreement, the Seller Representative and the Buyer shall negotiate in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If such differences are so resolved within the Resolution Period, the revised Post-Closing Statement with such changes as may have been previously agreed in writing by the Buyer and the Seller Representative shall be final and binding. (e) If at the end of the Resolution Period the Seller Representative and the Buyer have not resolved in writing the matters specified in the Notice of Disagreement, the Seller Representative and the Buyer shall submit any amounts remaining in dispute to the Accounting Firm, who, acting as experts and not arbitrators, shall resolve such disputed amounts only and make any adjustments to the Post-Closing Statement. The Buyer and the Sellers agree that all adjustments shall be made without regard to the materiality of the amount at issue. The Accounting Firm shall render a written decision resolving the matters submitted to the Accounting Firm as soon as practicable, and in any event within thirty (30) days of the receipt of such Adjustment Statement within submission (or such other time as the parties hereto shall agree in writing). The scope of the disputes to be resolved by the Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with GAAP and the terms of this Agreement, and no other matters. The Accounting Firm’s decision shall be (w) limited to the specific items under dispute by the parties (x) based solely on written submissions by the Seller Representative and the Buyer and their respective Representatives (and it shall not permit or authorize discovery or hear testimony) and not by independent review, (y) made strictly in accordance with GAAP and the terms of this Agreement and (z) final and binding on all of the parties hereto absent fraud or manifest error. The Accounting Firm may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.3 shall be borne pro rata as between the Sellers according to each Seller’s Pro Rata Percentage, on the one hand, and the Buyer, on the other hand, in proportion to the final allocation made by such Accounting Firm of the disputed items weighted in relation to the claims made by the Sellers and the Buyer, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. (f) Within five (5) Business Days after the final determination of any amounts the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses and the Final Working Capital, and the resulting Final Aggregate Consideration, the following payments shall be made, as applicable: (i) If the Final Aggregate Consideration is greater than the Estimated Aggregate Consideration calculated at Closing (such excess amount expressed as shares of Parent Stock, calculated using the dollar amount of such excess amount, divided by the Parent Stock Share Price, the “Adjustment Surplus Amount”), then the Buyer shall deliver (or caused to be delivered), a number of shares of Parent Stock equal to the Adjustment Surplus Amount to (A) the Sellers (subject to Section 2.5), in each case, in accordance with their respective Pro Rata Percentage. (ii) If the Final Aggregate Consideration is less than the Estimated Aggregate Consideration calculated at Closing (such excess amount expressed as shares of Parent Stock, calculated using the positive dollar amount of such excess amount, divided by the Parent Stock Share Price, the “Adjustment Deficit Amount”), then the Buyer and the Seller Representative shall execute and deliver a joint written instruction to the Escrow Agent within two (2) Business Days following the date on which the Final Aggregate Consideration is finally determined pursuant to this Section 2.3 directing the Escrow Agent to release from the Escrow Account and pay to Buyer a number of shares of Parent Stock equal to such Adjustment StatementDeficit Amount, Purchaser and in the event that such Adjustment Deficit Amount is greater than the Escrow Amount, then the Sellers shall pay pay, or cause to Seller be paid, to Buyer, within ten (10) Business Days by wire transfer of immediately available funds, an amount equal to the disputed remaining portion of such Adjustment Deficit Amount as finally determined to be Buyer, payable with respect by each Seller according to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsSeller’s Pro Rata Percentage.

Purchase Price Adjustment. (a) Within 30 As soon as practicable, but in no event later than 45 days after the ClosingClosing Date, Seller shall prepare provide Buyer with an audited balance sheet of the Business as of the date immediately preceding the Closing Date prepared in accordance with GAAP utilizing the same methodology and deliver to Purchaser adjustments as were used in preparing the Business Financial Statements, and a statement of Working Capital (each, an the "Adjustment StatementStatement of Working Capital") which reflects setting forth a true, correct and complete listing of each of the components making up Working Capital, as of the date immediately preceding the Closing Date and setting forth in reasonable detail, adjustments, if any, to the Working Capital set forth in the Business Financial Statements. Buyer and its independent auditors and other representatives shall have the right to review and to verify the Statement of Working Capital when received. As used in this Section, the term "Working Capital" consists of the following items relating to the Business and the Purchased Assets: (i) the Accounts Receivable net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and reserves; plus (ii) the Maintenance and Capital Expenditures Amount applicable Inventory, plus (iii) Other Current Assets transferred to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted Buyer; plus (iv) Construction in Progress; plus (v) Deferred Charges; minus (vi) Accounts Payable; minus (vii) all other Current Liabilities assumed by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timeBuyer. (b) Purchaser may Buyer shall have 30 days following receipt by it of the Statement of Working Capital during which to dispute an Inventory Adjustment Amount or a Maintenance and the Statement of Working Capital Expenditures Amount; provided, however, that Purchaser shall in writing. If Buyer fails to notify Seller in writing of any such dispute within such 30-day period, the disputed amount, and Statement of Working Capital shall be the basis "Final Statement." If Buyer timely notifies Seller of any such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and Buyer cannot resolve any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences dispute within 30 days of receipt by Buyer of Purchaser's written notice such notice, such dispute shall be resolved by a "big five" accounting firm mutually agreed upon by the parties (the accounting firm so engaged shall act as an expert and shall hereinafter be referred to as the "Independent Accounting Firm"); the determination of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which Firm shall be instructed to determine made as promptly as practicable and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, final and binding on both Buyer and conclusive on the parties hereto with respect Seller. Any expenses relating to the amounts disputed. The fees and disbursements engagement of the Independent Accounting Firm shall be shared equally by Purchaser Buyer and Seller. In the event of a dispute, the Statement of Working Capital, as modified by resolution by Buyer and Seller, or by the Independent Accounting Firm, shall be the "Final Statement." (c) Within ten (10) If the Working Capital, as set forth in the Final Statement exceeds the Working Capital as reflected by the May 31, 2001 Business Days after Purchaser's receipt Financial Statements of an Adjustment StatementSeller, Purchaser the Purchase Price shall be increased by such excess, and Buyer shall pay all undisputed amountsto Seller an amount equal to such excess. If the Working Capital as set forth in the Final Statement is less than the amount reflected by the May 31, 2001 Business Financial Statements of Seller, the Purchase Price shall be decreased by such deficit, and Seller shall pay to Buyer an amount equal to such deficit. The Purchase Price as adjusted is hereafter referred to as the "Final Purchase Price." (d) Any payments to be made by Buyer or if there is a dispute with respect Seller, as the case may be, pursuant to any amount of such Adjustment Statement Section 3.2(c) shall be made by wire transfer in immediately available funds within five (5) Business Days after the final determination date upon which the Statement of Working Capital becomes the Final Statement (either upon expiration of the 30-day period referred to in Subsection (b) above or resolution of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable dispute with respect to such Adjustment Statement. All Adjustment the Statement payments shall be less the Estimated Adjustment Amount; providedof Working Capital), howeverin an amount determined pursuant to Section 3.2(c), that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid together with interest for thereon from the period commencing on Closing Date through the date such payment is made at the prime lending rate as announced as of the date of Closing through the date of paymentsuch payment by Citibank, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.N.A.

Purchase Price Adjustment. (a) Within 30 The Initial Purchase Price shall be subject to adjustment as set forth in this Section 3.5 (the "Purchase Price Adjustment"). As promptly as practicable, but in no event later than 45 days after the ClosingClosing Date, Seller Sellers shall prepare and deliver to Purchaser a statement schedule (eachthe "Sellers' Closing Schedule"), an "Adjustment Statement") which reflects (i) prepared in accordance with the net book valueAccounting Principles and certified by HLI Opco's Chief Financial Officer, as reflected on the books setting forth in reasonable detail Sellers' calculation of Seller Working Capital as of the Closing Date ("Closing Working Capital"). Purchaser will give Sellers and their representatives reasonable access, during the normal business hours of Purchaser, to all fuel inventory personnel, books and records (FERC account noincluding bank statements, collection information and other accounts receivable information) of the Companies as reasonably requested by Sellers to assist them in their preparation of Sellers' Closing Schedule. 151As promptly as practicable, but in no event later than 60 days after its receipt of the Sellers' Closing Schedule (subject to an automatic 30-day extension, if requested by the Purchaser), Purchaser shall engage Ernst & Young LLP to audit the Closing Working Capital. Sellers will give Purchaser and its representatives reasonable access, during the normal business hours of Sellers, to all personnel, books and records (including bank statements, collection information and other accounts receivable information) of the Sellers (to the extent relevant to the Companies) and stores inventory the Companies (FERC account noto the extent retained by Sellers after the Closing Date) as reasonably requested by Purchaser to assist it in its audit of the Closing Working Capital. 154) No later than the last day of such 60-day or 90-day period, as applicable, Purchaser shall prepare and deliver to Sellers a schedule ("Purchaser's Closing Schedule"), prepared in accordance with the Accounting Principles, setting forth in reasonable detail Purchaser's calculation of Closing Working Capital and certified by Ernst & Young LLP. Purchaser shall cause Ernst & Young LLP to allow Sellers access to any work papers used at or in connection with the Thermal Units audit of the Closing Working Capital at the offices of Ernst & Young LLP, subject to Sellers having entered into a customary agreement with Ernst & Young LLP regarding the use of such work papers, the confidentiality thereof and similar matters. Sellers shall promptly reimburse Purchaser for one half of the reasonable and customary costs, fees and expenses of Ernst & Young LLP's audit of the Closing Working Capital paid by Purchaser. If the Closing Working Capital shown on Purchaser's Closing Schedule is the same, or greater than, Sellers' calculation of Closing Working Capital as set forth in Sellers' Closing Schedule, the Hydro UnitsPurchaser's calculation thereof shall be the "Final Working Capital." If the Closing Working Capital shown on Purchaser's Closing Schedule is less than Sellers' calculation of Closing Working Capital as set forth in Sellers' Closing Schedule, Purchaser's Closing Schedule shall be deemed written notice ("Purchaser's Dispute Notice") that Purchaser disagrees with Sellers' calculation of Closing Working Capital as set forth in Sellers' Closing Schedule. (b) Upon receipt by (or deemed notice to) Sellers of Purchaser's Dispute Notice, Sellers and Purchaser shall negotiate in good faith to resolve any disagreement with respect to Closing Working Capital. To the case may be extent Purchaser and Sellers are unable to agree with respect to Closing Working Capital within 30 days after receipt by (or deemed notice to) Sellers of Purchaser's Dispute Notice and the parties have not mutually agreed to extend such deadline, Purchaser and Sellers shall promptly select a mutually acceptable, nationally recognized independent accounting firm (the "Inventory Adjustment AmountAccounting Firm") with no material relationship to Purchaser or Sellers or any of their respective Affiliates and submit their dispute to such accounting firm for a binding resolution. If, within 10 days after such 30-day period, Purchaser and Sellers are not able to agree upon an Accounting Firm, upon demand of either Purchaser or Sellers, the appointment of an Accounting Firm will be finally determined by binding arbitration in Detroit, Michigan by a single arbitrator pursuant to the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association. The fees and expenses of the Accounting Firm and arbitrator shall be paid one-half by Sellers and one-half by Purchaser. (c) Not later than 30 days after the engagement of the Accounting Firm (as evidenced by its written acceptance by facsimile or otherwise to the parties), Sellers and (ii) the Maintenance and Capital Expenditures Amount applicable Purchaser shall submit simultaneous briefs to the Thermal Units Accounting Firm (with a copy to the other party) setting forth their respective positions regarding the issues in dispute, which disputes shall be limited to the discrepancies between the Sellers' Closing Schedule and the Purchaser's Dispute Notice. If additional briefing, a hearing, or other information is required by the Accounting Firm, the Accounting Firm shall give notice thereof to the parties as soon as practicable within 5 days after the expiration of such 30-day period, and the parties shall promptly respond with a view to minimizing any delay in the decision date. Sellers and Purchaser shall instruct the Accounting Firm to render its decision resolving the dispute within 30 days after submission of the reply briefs or, in the event additional information or a hearing is required, within 30 days after the submission of such additional information or the Hydro Unitscompletion of such hearing, as the case may be. The Inventory Adjustment Amount determination of the Accounting Firm with respect to Closing Working Capital cannot, however, be in excess of the calculation of Closing Working Capital set forth in the Sellers' Closing Schedule nor less than the calculation of Closing Working Capital set forth in the Purchaser's Dispute Notice. Closing Working Capital, as agreed upon by Sellers and Purchaser, as determined pursuant to the Maintenance second to last sentence of Section 3.5(a), or as determined by the Accounting Firm in accordance with this Section 3.5(c), shall be final and Capital Expenditures Amount for the Closing is binding on all parties hereto and shall be referred to collectively herein as the "Final Closing Working Capital." (d) The Purchase Price Adjustment Amount." The Inventory Adjustment Amount will shall be based on an inventory survey conducted by Seller within five days prior to made as follows: (i) if the Closing consistent with Seller's current inventory procedures Working Capital set forth in the Sellers' Closing Schedule is greater than $12,400,000 (the "Inventory SurveyBase Amount"). Seller will permit an employee, Purchaser shall pay to Sellers 60% of the amount of such excess; subject, if the Closing Date occurs on the last day of a calendar month, to a maximum amount of $3,000,000; (ii) if a Purchaser's Dispute Notice has been delivered and (x) the Closing Working Capital as set forth therein is greater than the Base Amount, Purchaser shall pay to Sellers the amount of such excess, less the amount of any payment made by Purchaser pursuant to clause (i) of this Section 3.5(d) or (y) if the Base Amount is greater than the Closing Working Capital set forth in the Sellers' Closing Schedule, Sellers shall pay to Purchaser the amount of such excess; (iii) if the Final Closing Working Capital is greater than the Base Amount, Purchaser shall pay to Sellers the amount of such excess, less the amount of any payment(s) made by Purchaser pursuant to clauses (i) and (ii)(x) of this Section 3.5(d), or representative(ii) if the Base Amount is greater than the Final Closing Working Capital, Sellers shall pay to Purchaser the amount of such excess, less the amount of any payment made by Sellers pursuant to clause (ii)(y) of this Section 3.5(d); and (iv) Purchaser and Sellers agree that (x) if the Closing Date occurs on the last day of a calendar month, Purchaser's aggregate payment obligations under Sections 3.5(d)(i), (ii) and (iii) shall not exceed a maximum amount of $5,000,000 and (y) any payment required to observe the Inventory Survey. Each Adjustment Statement be made pursuant to Section 3.5(d)(i) shall be prepared using made within five Business Days after the same generally accepted accounting principlesdelivery of Sellers' Closing Schedule, policies any payment required to be made pursuant to Section 3.5(d)(ii) shall be made within five Business Days after the delivery of Purchaser's Dispute Notice and methods that any payment required to be made pursuant to Section 3.5(d)(iii) shall be made within five Business Days after the Purchase Price Adjustment becomes final and binding on the parties hereto, in each case, by wire transfer of federal or other immediately available funds to an account or accounts designated by Sellers or Purchaser, as Seller has historically used the case may be, to the other party, as applicable. (e) The parties agree that the Purchase Price Adjustment contemplated by this Section 3.5 is intended to adjust the Purchase Price for changes in connection with Working Capital from the Base Amount and that such changes may be measured only if the calculation is performed in accordance with (i) the procedures set forth in this Section 3.5 and the definition of Working Capital and (ii) the items reflected on such Adjustment StatementAccounting Principles. Purchaser agrees Notwithstanding anything contained herein to cooperate with Seller the contrary, in the event of any conflict between the requirements of GAAP, and the Accounting Principles used in connection with the preparation of each Adjustment Statement the Balance Sheet and related informationas used in determining the Base Amount, and the calculation of which is set forth in Exhibit A, the Accounting Principles shall provide to Seller such books, records and information as may be reasonably requested from time to timecontrol. (bf) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and each Seller agrees that, following the Closing through the date on which the Final Closing Working Capital Expenditures Amount; providedbecomes final and binding, howeverit shall not, that Purchaser shall notify Seller and, in writing the case of the disputed amountPurchaser, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt will cause each of the applicable Adjustment Statement. In the event of a dispute Companies not to, take any actions with respect to any part of an Adjustment Amountaccounting books, Purchaser records, policies or procedures on which the Final Closing Working Capital is to be based that would make it impossible or impracticable to calculate the Final Closing Working Capital in the manner and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on utilizing the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Sellermethods required hereby. (cg) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect Any Mexican Peso denominated amounts that are used to any amount of such Adjustment Statement within five (5) Business Days after determine the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments Final Closing Working Capital shall be less converted to U.S. dollars for such purpose at the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing interbank exchange rate on the date of Closing through the date of paymentDate, calculated at the prime rate for domestic banks as reported and published in by The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundssuch date.

Purchase Price Adjustment. (a) Within 30 As soon as practicable, but in no event later than 60 days after following the ClosingValuation Date, Seller Sellers shall prepare and deliver to Purchaser a statement of adjusted working capital of the Business as of the Valuation Date (eachincluding the notes thereto, an the "Adjustment Valuation Date Statement"). The Valuation Date Statement shall present the net amount of the current assets of the Business that are Purchased Assets less the current liabilities of the Business that are Assumed Liabilities plus, from the Financial Statements Date to the Valuation Date, the investment in fixed assets (other than investments resulting from the purchase of (A) which reflects assets subject to capitalized leases on the books of Sellers or (B) production equipment under operating leases) less (i) the net book value, as reflected on proceeds from the books disposal of Seller as any fixed assets of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), Business and (ii) the Maintenance and Capital Expenditures Amount applicable replacement cost of any fixed assets of the Business included in the Purchased Assets that, from the Financial Statements Date to the Thermal Units Valuation Date, are lost, damaged beyond repair or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures destroyed (the "Inventory SurveyNet Working Capital Amount"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement ) and shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with respect to such items on a basis consistent with the calculation Financial Statements. Notwithstanding the foregoing, the Valuation Date Statement shall not include any interest-bearing debt, any capitalized lease on the books of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller Sellers or any operating lease of production equipment providing for annual lease payments in connection with the preparation excess of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time$100,000. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing During the preparation of the disputed amount, Valuation Date Statement and the basis period of such disputeany dispute within the contemplation of this Section 3.2, within ten Buyer shall (10i) Business Days of Purchaser's receipt provide Sellers and Sellers' authorized representatives with access to the books, records, facilities, employees and accountants of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.Business,

Purchase Price Adjustment. (a) Within 30 seventy-five (75) days after the ClosingClosing Date, Seller shall prepare and deliver PricewaterhouseCoopers LLP, on behalf of Seller, will prepare, or cause to Purchaser be prepared, a statement of net assets (each, an the "Adjustment Closing Statement") which reflects (i) containing a calculation of the net book value, as reflected on assets of the books of Seller Compression Services Business as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be Date (the "Inventory Adjustment Net Assets Amount"). For the purposes of the calculation referred to in the immediately preceding sentence, the net assets of the Compression Services Business shall include, among other things, cash and (ii) marketable securities in the Maintenance Transferred Subsidiaries, but shall not include amounts due to and Capital Expenditures Amount applicable from Seller and its affiliates other than as a result of trade receivables and trade payables. Buyer will assist and cooperate with Seller in the preparation of the Closing Statement, including by providing Seller and its accountants access to the Thermal Units or books and records relating to the Hydro Units, as Compression Services Business and to any other information necessary to prepare the case may beClosing Statement. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principlesin conformity with GAAP (as defined in Section 2.5), policies and methods as Seller has historically used in connection applied on a basis consistent with the calculation 1999 Statement of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller Net Assets (as defined in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timeSection 2.5). (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; providedBuyer shall, however, that Purchaser shall notify within forty-five (45) days after the delivery by Seller in writing of the disputed amountClosing Statement and calculation of the Net Assets Amount, complete its review of the Closing Statement and the basis calculation of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment StatementNet Assets Amount. In the event that Buyer determines that the Net Assets Amount has not been determined on a basis consistent with the requirements of Section 1.11(a), Buyer shall inform Seller in writing (the "Objection"), setting forth a dispute specific description of the basis of the Objection, the adjustments to the Net Assets Amount which Buyer believes should be made, and Buyer's calculation of the Net Assets Amount on or before the last day of such 45-day period and Buyer shall be deemed to have accepted any items not disputed in the Objection. Failure to so notify Seller shall constitute acceptance and approval of Seller's calculation of the Net Assets Amount. Seller shall then have 30 days from the date it receives the Objection to review and respond to the Objection. If the Net Assets Amount calculated by Buyer and the Net Assets Amount calculated by Seller are both less than sixty-nine million eight hundred eighty-three thousand dollars ($69,883,000) (the "Base Amount"), Seller shall pay an amount equal to the sum of (x) the amount of the deficiency between the Base Amount and the Net Assets Amount calculated by Seller plus (y) interest computed at the rate declared from time to time by The Chase Manhattan Bank as its "prime rate" (the "Prime Rate") for the period from the Closing Date to the date of such payment on the deficiency amount, in immediately available funds or, at the option of Seller, by paying 50% of such deficiency amount in immediately available funds and 50% of such deficiency amount by delivering shares of Hanover Stock to Buyer with respect an aggregate value (based on the value used in the determination of the Stock Purchase Price pursuant to any part Section 1.7) equal to 50% of an Adjustment such deficiency amount within 3 business days of Seller's receipt of Buyer's Objection. If the Net Assets Amount calculated by Buyer and the Net Assets Amount calculated by Seller are both greater than the Base Amount, Purchaser and Buyer shall pay an amount equal to the sum of (1) the amount of the excess of the Net Assets Amount calculated by Buyer over the Base Amount plus (2) interest computed at the Prime Rate for the period from the Closing Date to the date of such payment on the excess amount, in immediately available funds to Seller within 3 business days of Seller's receipt of Buyer's Objection. Seller shall attempt then have 30 days from the date it receives the Objection to reconcile their differences review and any resolution by them as respond to any disputed amounts shall be final, binding and conclusive on the partiesObjection. If Purchaser Seller and Seller Buyer are unable to reach a resolution resolve all of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto their disagreements with respect to the amounts disputeddetermination of the foregoing items within 30 days following the completion of Seller's review of the Objection, after having used their good faith efforts to reach a resolution, they shall refer their remaining differences to the CPA Firm, who shall, acting as experts in accounting and not as arbitrators, determine on a basis consistent with the requirements of Section 1.11(a), and only with respect to the specific remaining accounting related differences so submitted, whether and to what extent, if any, the Net Assets Amount requires adjustment. Seller and Buyer shall request the CPA Firm to use its best efforts to render its determination within 45 days. The CPA Firm's determination shall be conclusive and binding upon Seller and Buyer. Seller and Buyer shall make reasonably available to the CPA Firm all relevant books and records, any work papers (including those of the parties' respective accountants) and supporting documentation relating to the Closing Statement, the calculation of the Net Assets Amount and all other items reasonably requested by the CPA Firm. The applicable Net Assets Amount (the "Final Net Assets Amount") shall ultimately be equal to (i) the Net Assets Amount in the event that (x) no Objection is delivered to Seller during the 45-day period specified above, or (y) Seller and Buyer so agree, (ii) the applicable Net Assets Amount, adjusted in accordance with the Objection in the event that Seller does not respond to the Objection within the 30-day period following receipt by Seller of the Objection, or (iii) the applicable Net Assets Amount, as adjusted by either (x) the agreement of Seller and Buyer or (y) the CPA Firm. All fees and disbursements of the Independent Accounting Firm CPA Firm, if any, shall be shared equally by Purchaser Seller and SellerBuyer. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment StatementIf the Final Net Assets Amount is less than the Base Amount, Purchaser Seller shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less difference of (x) the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount deficiency minus (y) any amounts paid by Seller will pay to Purchaser Buyer pursuant to Section 1.11(b)(x) (such difference, the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with "Remaining Deficiency Amount"), plus (z) interest computed at the Prime Rate for the period commencing on from the Closing Date to the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section such payment on the date of ClosingRemaining Deficiency Amount, and in immediately available United States funds.funds or, at the option of Seller, by paying 50% of such Remaining Deficiency Amount

Purchase Price Adjustment. (a) Within 30 sixty (60) days after the ClosingClosing Date, Seller Pfizer shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) of the net book value, as reflected on Inventories of the books of Seller Asset Selling Corporations as of the Closing Date, without giving effect to any possible delayed transfers of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or Conveyed Assets held by Asset Selling Corporations operating in connection with the Thermal Units or the Hydro UnitsBelgium, as the case may be Japan and/or China (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory SurveyInventories Statement"). Seller will permit an employeeThe Inventories Statement shall be unaudited and shall state the Inventories of the Asset Selling Corporations as of the Closing Date by following and applying the procedures and valuation and other principles set forth on Schedule 2.7A hereto and, or representativeto the extent not addressed in Schedule 2.7A, of Purchaser to observe the Inventory Survey. Each Adjustment Inventories Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection accordance with the calculation of the items reflected on such Adjustment StatementGAAP. Purchaser agrees shall provide Pfizer with access to cooperate with Seller in connection with the preparation of each Adjustment Statement and related informationInventories, books, records, and shall provide personnel of Purchaser necessary for Pfizer to Seller such books, records and information as may be reasonably requested from time to timeprepare the Inventories Statement. (b) Purchaser may dispute an Inventory Adjustment Amount the amounts reflected on the Inventories Statement (a "Disputed Item"), but only on the basis a Disputed Item does not reflect, or a Maintenance and Capital Expenditures Amountis not consistent or in compliance with, the provisions of this Agreement; provided, however, that Purchaser shall notify Seller Pfizer in writing of each Disputed Item, and specify the disputed amount, amount thereof in dispute and the basis of such disputetherefor, within sixty (60) days after receipt of the Inventories Statement. The failure by Purchaser to provide a notice of Disputed Items to Pfizer within such sixty (60) day period will constitute Purchaser's acceptance of the Inventories Statement. (c) If a notice of Disputed Items shall be timely delivered pursuant to subclause (b) above, Pfizer and Purchaser shall, during the ten (10) Business Days following the date of Purchaser's receipt of such delivery (the applicable Adjustment Statement"Resolution Period"), negotiate in good faith to resolve the Disputed Items. In If, during such Resolution Period the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller parties are unable to reach agreement, Pfizer and Purchaser shall refer all unresolved Disputed Items to an accounting firm or expert of nationally recognized standing as Pfizer and Purchaser shall mutually agree upon or, if the parties are unable to so agree, as appointed by the American Arbitration Association (the "Accounting Expert"). The Accounting Expert shall make a resolution of determination with respect to each unresolved Disputed Item within fifteen (15) days after its engagement by Pfizer and Purchaser to resolve such differences Disputed Items, which determination shall be made in accordance with the rules set forth in this Section 2.7. The Accounting Expert shall deliver to Pfizer and Purchaser, within 30 days of receipt of Purchaser's written notice of dispute to Sellersuch fifteen (15) day period, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution a report setting forth its adjustments, if any, to the Independent Accounting Firm, which shall be instructed to determine Inventories Statement and report to the parties, within 30 days after calculations supporting such submission, upon such remaining disputed amounts, and such adjustments. Such report shall be final, final and binding and conclusive on the parties hereto and conclusive. Pfizer and Purchaser shall each pay one-half of all the costs incurred in connection with respect to the amounts disputed. The fees and disbursements engagement of the Independent Accounting Firm Expert. As used herein, "Final Inventories" shall be shared equally mean (i) if no notice of Disputed Items is delivered by Purchaser within the period provided in subclause (b) above, Inventories as shown in the Inventories Statement as prepared by Pfizer, or (ii) if such a notice of Disputed Items is delivered by Purchaser, either (x) as agreed to in writing by Pfizer and Seller. Purchaser, or (y) * OMITTED PURSUANT TO OUR REQUEST FOR CONFIDENTIAL TREATMENT Inventories as shown in the Accounting Expert's calculation delivered pursuant to this subclause (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds).

Purchase Price Adjustment. (a) Within 30 As soon as practicable after the Closing, but in no event later than sixty (60) days after the Closing, Seller shall prepare cause to be prepared and deliver delivered to Purchaser a statement Buyer: (eachx) an unaudited statutory balance sheet of CalFarm as of the end of the calendar month immediately preceding the Closing Date (the "Closing Balance Sheet"), an "Adjustment Statement") which reflects balance sheet shall reflect (i) the transfer of assets and liabilities to and from CalFarm as a result of the Depooling Agreement (including the net book valuechange in the tax liabilities of CalFarm related to the consummation of the transactions contemplated by the Depooling Agreement), (ii) the transfer to CalFarm by Seller of all the outstanding shares of common stock of CalFarm Agency prior to the Closing Date, and (iii) the transfer by Seller to CalFarm pursuant to an assignment or sublease of all of Seller's rights and obligations under the office building lease between ▇▇▇▇▇▇ Hills Business Center II, a California limited partnership, and Seller dated as of February 16, 1996, as reflected on amended as of September 11, 1998 ((i), (ii) and (iii) above being collectively referred to herein as the books "Related Transfers"); PROVIDED, HOWEVER, that no effect shall be given to any Tax Liability paid or to be paid by CalFarm, Cal-Ag or CalFarm Agency as a result of Seller the Elections provided for in Section 12.8; and (y) a report indicating the market value as of the Closing Date of all fuel inventory the Investment Assets of CalFarm which market value shall be determined by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Pricing Services, except as otherwise provided on Annex B hereto. The Closing Balance Sheet shall (FERC account no. 151i) and stores inventory be prepared in accordance with SAP (FERC account no. 154) used at or in connection with other than the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"requirement thereof for footnote disclosure), and (ii) be consistent with the Maintenance preparation of the SAP Statements (as defined in Section 3.8 hereof) and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will (iii) be based on an inventory survey conducted by Seller within five days prior to on, and give effect to, the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employeemethods, or representativeprocedures, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies assumptions and methods as Seller has historically transfers used in connection with the calculation preparation of the items reflected on such Adjustment Statement1998 Pro Forma Balance Sheet. Purchaser agrees to Buyer shall cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, the Closing Balance Sheet and shall provide Seller with access to CalFarm's premises and shall make available to Seller such booksemployees, information systems, books and records of CalFarm as Seller may reasonably request to prepare the Closing Balance Sheet. At the option and information expense of Buyer, upon notice to Seller prior to Closing, the Closing Balance Sheet shall be audited by PricewaterhouseCoopers LLP (such Closing Balance Sheet as may so audited being referred to herein as the "Audited Closing Balance Sheet") and which Audited Closing Balance Sheet shall be reasonably requested delivered to Buyer upon completion of the audit. If the Closing Balance Sheet is so audited, the Audited Closing Balance Sheet shall be final and binding on the parties and shall be deemed to be the Closing Balance Sheet for purposes of subsection (b) below, except that (x) the amount of unpaid losses and loss adjustment expenses reflected on the unaudited Closing Balance Sheet shall be the amount of unpaid losses and loss adjustment expenses and (y) the amount of accrued liabilities representing the difference between the estimated Purchase of Goodwill liability under the agreements with traditional agents (formerly known as "exclusive agents") and the estimated amount recoverable from time the future sale of books of business to timepurchasing agents (the "Agent Business Accrual Liability") reflected on the unaudited Closing Balance Sheet shall be the amount of Agent Business Accrual Liability used for purposes of determining the Surplus on the Closing Balance Sheet pursuant to subsection (b) below; PROVIDED THAT, to the extent that Buyer disagrees with any such amount solely as its relates to events and developments since January 1, 1999 reflected in the SAP results of operations of CalFarm from January 1, 1999 to and including the date of the Closing Balance Sheet, such disagreement shall be resolved pursuant to subsection (c) below. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution Subject to the Independent Accounting Firm, which shall be instructed to determine remainder of this subsection (b) and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. subsection (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statementbelow, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.twenty

Purchase Price Adjustment. (a) For purposes of this Agreement, the term "Adjusted Stockholders' Equity" of the Business or the Purchased Assets and Assumed Liabilities shall mean as of a particular date, the stockholders' equity of such Purchased Assets and Assumed Liabilities computed in accordance with the methods, formulae, prorations and reserves, and the adjustments thereto, set forth in Schedule 3.5 hereto, and which adjustments shall include the elimination of assets which are not Purchased Assets and liabilities which are not Assumed Liabilities. In particular, the calculation of Adjusted Stockholders' Equity shall exclude all cash and all Intercompany Accounts. (b) Within 30 ninety (90) days after the ClosingClosing Date, Seller shall prepare and deliver to Purchaser a statement (each, an the date of such delivery being the "Adjustment StatementDate") which reflects (i) a balance sheet for the net book value, Purchased Assets and Assumed Liabilities transferred at the Closing (the "Closing Date Balance Sheet") and (ii) a statement of the Adjusted Stockholders' Equity as reflected on of Closing Date (the books of Seller as "Statement of the Closing Date Adjusted Stockholders' Equity" or "Statement"). The Closing Date Balance Sheet and Statement shall (i) have been prepared by Seller and certified by Seller's auditors, KPMG LLP ("KPMG") (or such other firm of all fuel inventory (FERC account no. 151independent certified public accountants appointed by Seller for this purpose) in accordance with Schedule 3.5 and stores inventory (FERC account no. 154) used at or otherwise in connection accordance with GAAP applied in a manner consistent with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount")Financial Statements, and (ii) set forth the Maintenance Adjusted Stockholders' Equity of the Purchased Assets and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, Assumed Liabilities as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for of the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures Date (the "Inventory SurveyClosing Date Adjusted Stockholders' Equity"). In rendering the Closing Date Balance Sheet and the Statement, Seller will and its auditors shall consult with Purchaser and its auditors, and permit an employee, or representative, Purchaser and such auditors at the earliest practicable date access to and copies of the work papers and calculations related to the Statement. (c) Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with may dispute the calculation of the items reflected Closing Date Adjusted Stockholders' Equity only to the extent that Purchaser asserts in good faith that the Closing Date Balance Sheet or Statement was not prepared in accordance with Schedule 3.5 and otherwise in accordance with GAAP applied in a manner consistent with the Financial Statements or, if an item on a Closing Date Balance Sheet or a Statement is not governed by Schedule 3.5 or GAAP applied in a manner consistent with the financial statements, that the treatment of such item on such Adjustment Closing Date Balance Sheet or Statement was not the most appropriate treatment of such item under GAAP, in any of which cases Purchaser's notification as set forth below shall be accompanied by a report of a nationally recognized independent public accounting firm selected by Purchaser other than the firm used by Seller to prepare the Closing Date Balance Sheet or Statement, stating that such firm concurs with Purchaser's assertion as set forth above. Purchaser agrees to cooperate with Seller All such disputes shall be resolved in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time.following manner: (bi) If Purchaser may dispute an Inventory Adjustment Amount disputes a calculation of the Closing Date Adjusted Stockholders' Equity, or a Maintenance and Capital Expenditures Amount; providedany portion thereof, however, that Purchaser shall notify Seller in writing of within thirty (30) days after the disputed amountAdjustment Date, and shall specify therein in detail the basis and reason for such dispute and the amount which is in dispute (the "Disputed Amount"), and such notice of such dispute, within ten (10) Business Days dispute shall be accompanied by a certificate of Purchaser's receipt outside accountants certifying that the positions taken by Purchaser in such notice are in accordance with this Agreement and Schedule 3.5; (ii) During the thirty (30) day period following the date of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amountsuch notice, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as resolve such dispute; and (iii) If at the end of the thirty (30) day period specified in clause (ii) above, the parties shall have failed to any disputed amounts reach agreement with respect to such dispute, the matter shall be final, binding and conclusive on referred to such other firm of independent certified public accountants as the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit parties mutually agree (the amounts remaining in dispute for determination and resolution to the Independent "Accounting Firm"), which for resolution. The Accounting Firm shall be instructed to determine use every reasonable effort to perform such services within sixty (60) days of the submission to it of any Closing Date Balance Sheet and report to the partiesrelated Statement and notice of dispute and, within 30 days in any case, as soon as practicable after such submission. In connection with the resolution of any such dispute, upon such remaining disputed amountsthe Accounting Firm shall have access to all documents, records, work papers, facilities and such report personnel necessary to perform its function as arbitrator. The Accounting Firm shall be final, binding allow Purchaser and conclusive on Seller to present their respective positions regarding the dispute and shall thereafter as promptly as possible provide the parties hereto with respect to a written determination of the amounts disputeddispute, such written determination shall be final and binding upon the parties hereto, and judgment may be entered on the award. The fees Accounting Firm may, at its discretion, conduct a conference concerning the disagreement with the Purchaser and disbursements of the Independent Seller, at which conference each party shall have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants. In connection with such process, there shall be no hearings, oral examinations, testimony, depositions, discovery or other similar proceedings. The Accounting Firm shall determine the proportion of its fees and expenses to be shared equally paid by Purchaser each of the Seller and Sellerthe Purchaser, based primarily on the degree to which the Accounting Firm has accepted the positions of the respective parties. (cd) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days business days after Purchaser and Seller have resolved any dispute relating to the final determination calculations of any amounts on such Adjustment Statement, the Closing Date Adjusted Stockholders' Equity: (i) Purchaser shall pay to Seller Seller, in immediately available funds, an amount equal to the disputed Adjustment Amount as finally determined difference (if any, and if a positive result) between (A) the Closing Date Adjusted Stockholders' Equity relating to be payable with respect to such Adjustment Statement. All Adjustment Statement payments the Purchased Assets and Assumed Liabilities at the Closing, minus (B) $29,901,573; or, alternatively, (ii) Seller shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser Purchaser, in immediately available funds, an amount equal to the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid difference (if any, and if a positive result) between (1) $29,501,573, minus (2) the Closing Date Adjusted Stockholders' Equity relating to the Purchased Assets and Assumed Liabilities at the Closing, in either case together with interest for the period commencing on from the Closing Date to the date of Closing through the date of payment, calculated such payment at a rate per annum in effect from time to time equal to the prime interest rate for domestic banks as published in The the Wall Street Journal Journal, which rate shall change automatically without notice and simultaneously with each change in such prime interest rate. (Northeast Editione) Notwithstanding the foregoing: (A) notwithstanding the existence of any dispute pursuant to paragraph (c) above, the parties shall make any adjusting payment required under this Section 3.5, to the extent that such adjusting payment is not disputed, at the time and in the "Money Rates" section on manner set forth above and (B) the date balance (being any amount in dispute or such different amount compromised and settled by the parties or determined by the Accounting Firm in accordance with the provisions of Closing, and Section 3.5(c) above) shall be paid in immediately available United States fundsfunds within ten (10) days after such settlement or determination, as the case may be.

Purchase Price Adjustment. 3.2.1 Within twenty (20) Business Days following the Completion Date, the Company shall deliver to the Purchaser and the Sellers (a) Within 30 days after an unaudited consolidated balance sheet (the Closing“Completion Balance Sheet”) of the Company as of 11:59 p.m. on the Completion Date, Seller which shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) be substantially in the net book valueform of the Accounts, (ii) be prepared in accordance with the German Commercial Code (Handelsgesetzbuch) on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Accounts, and (b) a statement setting forth the Company’s Debt on the Completion Date (the “Completion Debt”), if any (together with a description and the amount of each element thereof), derived from the Completion Balance Sheet. 3.2.2 Each of the Sellers or the Purchaser may dispute any amounts reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at Completion Balance Sheet or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with Completion Debt by notifying the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller respective other Parties in writing of each disputed item, specifying the amount thereof in dispute and setting forth in reasonable detail the basis for such dispute within twenty (20) days of the Company’s delivery of the Completion Balance Sheet pursuant to clause 3.2.1. If any Seller or the Purchaser delivers a notice of disagreement within such 20-day period, the Parties shall, during the forty-five (45) days following such delivery, use good faith efforts to reach agreement on the disputed amount, items or amounts in order to finally determine the Completion Balance Sheet and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the partiesCompletion Debt. If Purchaser and Seller the Parties are unable to reach agreement concerning the Completion Balance Sheet and/or Completion Debt during such 45-day period, they shall promptly thereafter submit the dispute to the Accounting Referee for resolution pursuant to clause 3.2.4. 3.2.3 The Completion Balance Sheet and the Completion Debt shall be deemed conclusively determined for purposes of this Agreement upon the earlier to occur of (x) the failure of the Sellers or the Purchaser to notify the respective other Parties of a dispute within twenty (20) days of the Company’s delivery of the Completion Balance Sheet as set forth in clause 3.2.1 above; (y) the written resolution of such differences within 30 days all disputes pursuant to clause 3.2.2 by the Parties; and (z) the resolution of receipt of Purchaser's written notice of dispute all disputes by the Accounting Referee pursuant to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Sellerclause 3. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 As soon as practicable and in any event not later than sixty (60) days after the ClosingClosing Date, Seller the Sellers shall cause Ernst & Young LLP, or such other nationally recognized independent accounting firm chosen by the Sellers, at the expense of the Transferred Companies, to prepare and deliver to Purchaser the Sellers and the Buyer a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller balance sheet for Ply Gem as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days immediately prior to the Closing consistent with Seller's current inventory procedures (the "Inventory SurveyClosing Balance Sheet"), together with a statement (the "Statement") setting forth in reasonable detail the determination of the Net Working Capital of Ply Gem based upon amounts set forth on the Closing Balance Sheet (the "Closing Net Working Capital"). Seller will permit an employeeThe Buyer shall cause the Transferred Companies to give the Sellers and their authorized representatives reasonable access to all books, or representativerecords, personnel, offices and other facilities and properties of Purchaser the Transferred Companies and their accountants as the Sellers may require to observe prepare the Inventory SurveyClosing Balance Sheet and the Statement. Each Adjustment The Closing Balance Sheet and the Statement shall be prepared using the same generally accepted accounting principlesin accordance with GAAP, policies and methods as Seller has historically used applied in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection a manner consistent with the preparation of each Adjustment the Financial Statements. The Closing Balance Sheet and the Statement shall be final and related informationbinding on the Buyer and the Sellers, and shall provide subject to Seller such books, records and information as may be reasonably requested from time to timethe process of objection provided in this Section 1.4 below. (b) Purchaser The Buyer may dispute the amounts reflected on the Closing Balance Sheet and Statement, but only on the basis that (1) the Closing Balance Sheet and the Statement have not been prepared in accordance with the provisions of Section 1.4(a) or (2) there has been an Inventory Adjustment Amount error in mathematical calculation relating to the Statement. If the Buyer disagrees with the amount of the Closing Net Working Capital on such basis, the Buyer may, within thirty (30) days after the deliveries of the Closing Balance Sheet and the Statement, deliver a notice to the Sellers (the "Dispute Notice") setting forth the Buyer's calculation of the Closing Net Working Capital and specifying, in reasonable detail, those items or a Maintenance amounts in the Closing Balance Sheet and Statement affecting the calculation of the Closing Net Working Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller as to which it disagrees and the reasons for such disagreement. If prior to the conclusion of such 30-day period the Buyer notifies the Sellers in writing that it will not provide any Dispute Notice or if no Dispute Notice is delivered within such 30-day period, the Closing Net Working Capital, as set forth on the Statement, shall become final, conclusive and binding on the parties hereto for all purposes of this Section 1.4. (c) If the Buyer delivers a Dispute Notice to the Sellers within the 30-day period described above, the parties shall use reasonable efforts to reach agreement on the disputed amount, items or amounts in order to determine the Closing Net Working Capital. If the Sellers and the basis Buyer do not resolve all disputed items or amounts set forth in the Dispute Notice within fifteen (15) days after delivery of a Dispute Notice, the remaining disputed items and amounts will be submitted to a nationally recognized independent accounting firm in the U.S. mutually agreed to by the Buyer and the Sellers (the "Independent Accountants") for resolution of such dispute, within ten (10) Business Days of Purchaser's receipt of disputed items and amounts. The parties will have the applicable Adjustment Statement. In the event of a dispute opportunity to present their positions with respect to any part of an Adjustment Amountsuch disputed items and amounts to the Independent Accountants, Purchaser and Seller shall attempt to reconcile their differences such disputed items and any resolution by them as to any disputed amounts shall be final, binding and conclusive on resolved by the partiesIndependent Accountants in accordance with the requirements of Section 1.4(a). If Purchaser and Seller are unable to reach The Independent Accountants shall prepare a written report setting forth the resolution of such differences within 30 days disputed items and amounts and calculating the revised amount of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting FirmClosing Net Working Capital, which shall be instructed delivered to determine each of the Sellers and report to the partiesBuyer promptly, within 30 but in no event later than thirty (30) days after such submission, upon disputed items and amounts are submitted to the Independent Accountants. Such revised amount of Closing Net Working Capital shall not reflect any difference from the amount of Closing Net Working Capital set forth on the Statement other than differences required to reflect the resolution of such remaining disputed amounts, items and such amounts by the Independent Accountants. The revised amount of Closing Net Working Capital set forth on the Independent Accountants' written report shall be final, conclusive and binding upon the Sellers and conclusive the Buyer. The procedures set forth in this Agreement for resolution of disputes concerning the Closing Net Working Capital shall be final and binding on all of the parties hereto with respect parties, and shall not be subject to the amounts disputedappeal of any kind. The fees and disbursements of the Independent Accounting Firm Accountants shall be shared equally allocated between the Buyer, on the one hand, and the Sellers, on the other hand, such that the Buyer's share of such fees and disbursements shall be in the same proportion that the aggregate amount of the disputed items and amounts submitted by Purchaser the Buyer to the Independent Accountants that are unsuccessfully disputed by the Buyer (as finally determined by the Independent Accountants) bears to the total amount of such disputed items and Selleramounts so submitted by the Buyer to the Independent Accountants. Each of the Sellers and the Buyer shall execute a reasonably acceptable engagement letter, if requested to do so by the Independent Accountants, and shall provide reasonable access to their respective employees who are responsible for financial matters and in the case of the Buyer, to the books and records of the Transferred Companies. (cd) Within ten If the Closing Net Working Capital, as finally determined in accordance with this Section 1.4, is less than $47,668,000 (10) Business Days after Purchaser's receipt of an Adjustment Statementthe "Target Net Working Capital"), Purchaser the Sellers shall pay all undisputed amountspay, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days business days after the final determination of any amounts on such Adjustment Statementthe Closing Net Working Capital, Purchaser shall pay to Seller an amount to the Buyer equal to such difference. If the disputed Adjustment Amount Closing Net Working Capital, as finally determined to be payable in accordance with respect to such Adjustment Statement. All Adjustment Statement payments this Section 1.4, is more than the Target Net Working Capital, the Buyer shall be less the Estimated Adjustment Amount; providedpay, however, that if such amount shall be less than zero, then within five (5) Business Days business days after the final determination of the Closing Net Working Capital, an amount to WDS equal to such amount Seller will pay to Purchaser the amount by which such amount is less than zerodifference. Any payment made pursuant to this Section 1.4 shall be made by wire transfer of immediately available funds to an account designated by the payee, and shall be deemed by the parties to be an adjustment to the Purchase Price. The amount paid of any such payment due under this Section 1.04 1.4(d) shall be paid with bear interest for at the period commencing on rate of 6% per annum from and including the date of Closing Date through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) For the purposes of clarification only, Seller is retaining all accounts payable and accounts receivable with respect to each Country Unit arising out of the operation and conduct of the Business before the Applicable Closing Date for such Country Unit and the only purchase price adjustment with respect to changes in the working capital of the Business after any Closing will be the adjustments pursuant to this Section 2.04. (b) Within 30 120 days after the ClosingApplicable Closing Date, Seller shall prepare and deliver to Purchaser Buyer a statement in the form of Schedule 2.04(b) (eachin its draft form, an "the “Price Adjustment Statement") which reflects ”), setting forth its calculation as of the Applicable Closing Date of the actual (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Inventory for such applicable Country Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) only in the Maintenance and Capital Expenditures case of the Principal Closing Date, the Prepaid Tax Amount applicable (the “Final Prepaid Tax Amount”). To the extent that the Closing Inventory, with respect to the Thermal Units or applicable Country Unit (once final and binding pursuant to the Hydro provisions of Section 2.04(f)) is greater than the applicable Inventory Target, with respect to such applicable Country Units, or less than the applicable Inventory Target, with respect to such applicable Country Units, the Purchase Price shall be adjusted as described in Section 2.04(f) below. To the case may be. The Inventory Adjustment extent that the Final Prepaid Tax Amount (once final and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior binding pursuant to the Closing consistent with Seller's current inventory procedures (provisions of this Section 2.04) is greater than the "Inventory Survey"). Seller will permit an employeeEstimated Prepaid Tax Amount or less than the Estimated Prepaid Tax Amount, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement Purchase Price shall be prepared using the same generally accepted accounting principles, policies and methods adjusted as Seller has historically used described in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in Section 2.04(g) below. (c) In connection with the preparation of each Price Adjustment Statement, Buyer shall (A) assist, and shall cause its Affiliates to assist, Seller, its accountants, advisors and other representatives in its preparation of each Price Adjustment Statement and related information(B) afford to Seller, its accountants, advisors and shall provide other representatives, reasonable access during normal business hours to Seller such booksthe personnel, properties, books and records of the Business in the possession of Buyer or its Affiliates (and information its and their accountants, subject to executing customary access letters) to the extent relevant to the preparation of any Price Adjustment Statement (including any taking and preparing of physical counts of Inventory). For purposes of this Section 2.04, the calculation of book value of the Inventory will be determined in a manner consistent with Seller’s inventory and other relevant accounting policies used in the preparation of the 2015/2016/2017 Draft Financial Statements, as may be reasonably requested from time to timeset forth in Schedule 2.04(c) (collectively, the “Accounting Policies”). (bd) Purchaser Each Price Adjustment Statement shall become final and binding upon the parties on the 30th day following receipt thereof by Buyer unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller on or prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted. If a timely Notice of Disagreement is received by Seller, then the relevant Price Adjustment Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters in dispute are resolved in writing by an accounting firm (in accordance with the procedure set forth in this Section 2.04) selected by Seller and Buyer or, if the parties are unable to agree, an independent accounting firm selected by Seller’s and Buyer’s independent accounting firms (such firm, the “Accounting Firm”). (e) Buyer and Seller acknowledge and agree that the dispute resolution provisions set forth in Section 11.12 shall not apply to any dispute described in this Section 2.04. During the 30-day period immediately following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences they may have with respect to any matter specified in the Notice of Disagreement. At the end of such 30-day period, Seller and Buyer shall submit for review and resolution by the Accounting Firm any and all matters which remain in dispute an Inventory and which were included in the Notice of Disagreement, and the Accounting Firm shall make a final determination in writing of the values set forth on the relevant Price Adjustment Amount or a Maintenance Statement (and Capital Expenditures Amountshall use such determination to prepare the relevant final Price Adjustment Statement), which determination shall be binding on the parties; provided, however, that Purchaser the scope of such determination by the Accounting Firm shall notify Seller be limited to: (i) those matters that remain in writing dispute and that were included in the Notice of Disagreement, (ii) whether, for each calculation of Inventory and the disputed amountPrepaid Tax Amount, such calculation was prepared in accordance with this Section 2.04, and specifically, whether, in the case of Inventory, the Accounting Policies were used, and (iii) whether there were mathematical errors in the relevant Price Adjustment Statement, and the basis of such dispute, within ten (10Accounting Firm is not authorized or permitted to make any other determination. The parties shall jointly request that the Accounting Firm render a written decision resolving the matters set forth in this Section 2.04(e) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller 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 Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission. Without limiting the generality of the foregoing, upon such remaining disputed amounts, the Accounting Firm is not authorized or permitted to make any determination as to the accuracy of Section 3.06 or any other representation or warranty in this Agreement or as to compliance by Seller or any of its Affiliates with any of the covenants in this Agreement (other than this Section 2.04). The relevant Price Adjustment Statement shall become final and such report shall be final, binding on Buyer and conclusive Seller on the parties hereto with respect date the Accounting Firm delivers in writing the relevant final Price Adjustment Statement to the amounts disputedparties. The fees and disbursements expenses of the Independent Accounting Firm pursuant to this Section 2.04 shall be shared equally borne one-half each by Purchaser Buyer and Seller. (cf) Within ten (10) Business Days after Purchaser's receipt If the Price Adjustment Statement discloses that the book value of an Adjustment Statementthe applicable Closing Inventory exceeds the applicable Inventory Target, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any then the amount of such excess shall be added on a dollar-for-dollar basis to the Purchase Price. If the Price Adjustment Statement within five (5) Business Days after discloses that the final determination book value of any amounts the applicable Closing Inventory is less than the applicable Inventory Target, then the Purchase Price shall be reduced on a dollar-for-dollar basis by the amount of such deficit. If the Price Adjustment Statement, Purchaser shall pay to Seller an amount Statement discloses that the book value of the applicable Closing Inventory is equal to the disputed Adjustment Amount as finally determined applicable Inventory Target, then there shall be no adjustment to be payable with the Purchase Price in respect to such Adjustment Statement. All of the Applicable Closing. (g) If the Price Adjustment Statement payments discloses that the Final Prepaid Tax Amount exceeds the Estimated Prepaid Tax Amount, then the amount of such excess shall be less added on a dollar-for-dollar basis to the Estimated Purchase Price. If the Price Adjustment Amount; provided, however, Statement discloses that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount Final Prepaid Tax Amount is less than zero. Any amount paid under this Section 1.04 the Estimated Prepaid Tax Amount, then the Purchase Price shall be paid with interest for reduced on a dollar-for-dollar basis by the period commencing on the date amount of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.such

Purchase Price Adjustment. (a) Within 30 days after 2.5.1 Sellers and Buyer acknowledge and agree that the Closing, Seller shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects Purchase Price has been based on (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory Eligible Accounts Receivable (FERC account no. 151defined below) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be being $5,400,000 (the "Inventory Adjustment Amount"), “A/R Benchmark”) and (ii) Eligible Inventory (defined below) being $11,930,000 (the Maintenance “Inventory Benchmark”). The sum of the A/R Benchmark and Capital Expenditures Amount applicable Inventory Benchmark shall be referred to the Thermal Units or the Hydro Units, herein as the case may be“Target Amount”. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five Within 2 days prior to the Closing consistent Date, Sellers shall deliver to Buyer a statement of Accounts Receivable and Inventory as of 11:59 p.m. on the day immediately prior to the Closing Date, prepared in accordance with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies consistently applied, and methods as Seller which has historically used in connection been determined on a basis consistent with the calculation methodology employed as of June 30, 2006 in the Borrowing Base Certificates prepared by Sellers and delivered to Wachovia Bank, National Association in its capacity as agent (the “DIP Agent”) under the DIP Agreement (each, a “Borrowing Base Certificate”) (it being agreed that notwithstanding anything to the contrary in the foregoing, in determining Eligible Accounts Receivable the Sellers shall deduct chargebacks and other credits reasonably expected to be taken by their customers and relating to events or conditions prior to the Closing (the “Chargebacks”)), through the date when such statement is required to be delivered hereunder, certified by such officer(s) of the items reflected on such Adjustment Sellers (or applicable Seller) as the DIP Agent shall accept (the “Closing Statement”). Purchaser agrees Buyer and its representatives shall be permitted to cooperate with Seller in connection with have reasonable access to the preparation of each Adjustment Statement Sellers’ offices and related information, and shall provide to Seller such their books, records and work papers containing financial information as may of Sellers during the period through the Closing Date in order to, among other things, verify the accuracy and completeness of the Closing Statement (including the methodology used in calculating Eligible Accounts Receivable and Eligible Inventory). The Closing Statement shall be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance conclusive and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller binding upon Buyer and Sellers unless Buyer objects in writing to any item or items shown on the Closing Statement within 24 hours after the Buyer’s receipt of the disputed amount, Closing Statement. Such writing shall assert that the Closing Statement is in error and specify in reasonable detail the amount in dispute and the basis of for such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. . 2.5.2 In the event that the sum of a dispute with respect to any part of an Adjustment Amount, Purchaser the A/R Benchmark and Seller shall attempt to reconcile their differences and any resolution by them the Inventory Benchmark as to any disputed amounts shall be final, binding and conclusive reflected on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, 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 Seller. Closing Statement: (cw) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five the Target Amount (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount Eligible Accounts Receivable and Eligible Inventory is less than zero. Any the Target Amount, the “Shortfall”) by not more than $830,000, the Purchase Price shall not be adjusted; (x) is greater than the Target Amount (the amount paid under this Section 1.04 by which such Accounts Receivable and Inventory is greater than the Target Amount, the “Excess”) by not more than $830,000, the Purchase Price shall not be adjusted; (y) evidences a Shortfall of more than $830,000, then the Purchase Price shall be paid with interest for decreased on a dollar-for-dollar basis to the period commencing extent the Shortfall exceeds the Target Amount minus $830,000 and (z) evidences an Excess of more than $830,000, then the Purchase Price shall be increased on a dollar-for-dollar basis to the date extent the Target Amount plus $830,000 is exceeded. 2.5.3 For the purposes of Closing through the date foregoing Sections 2.5.1 and 2.5.2, the term "Eligible Accounts Receivable" shall refer to the amounts reflected on printed Line Item 10 of paymentColumn A of a particular Borrowing Base Certificate and the term “Eligible Inventory”shall mean the aggregate of the amounts reflected on printed Line Items 16, calculated at 22, 28, 35 and 40 of Column A of a particular Borrowing Base Certificate prepared by Sellers and provided to the prime rate for domestic banks DIP Agent as published required by the agreements evidencing and securing the debtor in The Wall Street Journal possession financing provided to certain Sellers by the lenders on behalf of whom the DIP Agent is acting (Northeast Edition) collectively, the “DIP Agreement”), but shall not include any inventory or accounts receivable on which the Buyer has a lien in respect of the "Money Rates" section on the date of Closing, and in immediately available United States fundsInventory Advances.