ASSOCIATION OF BAY AREA GOVERNMENTS WIND UP ELECTRIC PROGRAM

~ • 2. 3. d) ISO Es e) PX Esc f) Wind l ~w Deposit - to be determined pursuant to §5 N Deposit - to be determined pursuant to §5 Costs Hold Back - to be determined pursuant to §11 ABAG POWER will pay to City the following sums: a) In com lete payment of the Balancing Account owed City, such funds as are available as of July 1, 2004. Both the payment schedule and the amounts to be paid to City are determined by §4 of this Agreement. b) In com lete payment of the Working Capital Deposits owed City, the sum of ($182, 01) within fifteen (15) days after the City's execution and return of an original of this Wind Up Agreement or after ABAG POWER's receipt of the "Qualif ing Agreement" as defined in §10, whichever is later. c) In com lete payment of the DA Credit owed City, the sum of ($432,240) within fifteen 15) days after the latest of the following: i) the City's execution and return fan original of this Wind Up Agreement, or ii) after ABAG POWER's receipt f the "Qualifying Agreement" as defined in §10, or iii) receipt of the DA Credit f om PG&E. d) In com lete payment of the ISO Escrow Deposits owed the City, such funds that AB G POWER may receive from time to time from the Northern California Power uthority (NCPA) until all funds available from the ISO Escrow Deposits are rec ived. Both the payment schedule and the amounts to be paid to the City ar determined by §5 of this Wind Up Agreement. e) In com lete payment of the PX Escrow Deposit owed the City, funds that ABAG POWER may receive from time to time from NCPA until all funds available from. the PX scrow Deposit are received. Both the payment schedule and the amoun s to be paid to City are determined by §5 of this Wind Up Agreement. f) In com lete payment of the Wind Up Costs Hold Back, the amount determined under 11 of this Wind Up Agreement on or before July 1, 2010. Funds Availa le for Disbursement and Allocation Ratios. Based on ABAG POWER's representation and warranties in §6 and such other documents as it deemed necessary, the City acknowledges that: a) b) c) funds a ailable for disbursement were determined by ABAG POWER as describ d in greater detail in Attachment C. Further, City approves such determination. the payments described in §§1(a), (d), (e) and (f) of this Wind Up Agreement are the result of allocating all the Balancing Accounts, ISO Escrow Deposits, PX Escrow Deposits and Wind Up Costs Hold Backs available for disbursement among he Members in a ratio equal to each Member's electrical usage during the period of time such Member participated in the Electric Program to the total electric I usage by all Members who were participating in the Electric Program at the t me of suspension ("Usage Ratio"). Further, City approves such allocati n. Workin Capital Deposits were made by the Members in accordance with ABAG POWER s financial records (see Attachment C). City acknowledges that the payme t described in §1(b) of this Wind Up Agreement is the result of allocati g the Working Capital Deposits available for disbursement among the Membe s in a ratio equal to the City's deposits to Working Capital to all Workin Capital Deposits made by all Members who were participants in the Electric Program at the time of suspension ("Working Capital Ratio"). Further, City ap roves such allocation. Page 2 Wind Up Agreement V