ASSOCIATION OF BAY AREA GOVERNMENTS WIND UP ELECTRIC PROGRAM

4. 5. d) the pay availab Revers< Ratio"), Attache Went described in §1(c) is the result of allocating the DA Credit for disbursement among the Members in a ratio equal to the CTC Is paid by City to all CTC Reversals paid by all Members (°CTC Reversal The method for determining said ratio is described in greater detail in gent C. Further, City approves such allocation. Balancin Ac ount Pa meet Amount and Schedule. The amount of the Balancing Account Pay ent to City is based on the total funds available for disbursement after payment of orking Capital Deposit and DA Credits and allocated to each Member by the Usage Ra io. ABAG POWER will have an independent financial audit conducted for fiscal yea 2003-04 which will identify the total amount available for distribution. This amount ill be allocated by the Usage Ratio and sent to City no later than March 31, 2005. a) ISO Es row DepOSlt. The amount in the ISO Escrow Deposit available for disburs meet to Members will be affected by regulatory and adjudicatory actions of the California Independent System Operator (ISO), California Public Utilities Commission (CPUC) or Federal Energy Regulatory Commission (FERC) (see At achments B and D). As of December 31, 2003, the total amount in the ISO Es row Deposit is Five Hundred Eight Thousand Two Hundred Fourteen Dollars ($508,214). For a period of no less than two (2) years after the effectiv date of the Qualifying Agreement or December 31, 2006, whichever is later, A AG POWER will monitor activities affecting fund balances in the ISO Escrow Deposit and will challenge or accept such recalculations at its sole reason ble discretion taking into account, among other factors, the amount of the rec Iculation, the probity of the underlying cause of the recalculation and the cos and probative value of challenging the recalculation. b) PX Escr w De osit. The California Power Exchange (PX) is in bankruptcy. As of December 31, 2003, the total amount in the PX Escrow Deposit is One Million iffy-Six Thousand Five Hundred Six Dollars ($1,056,506). For a period of no le s than two (2) years after the effective date of the Qualifying Agree ent or December 31, 2006, whichever is later, ABAG POWER will monito activities affecting fund balances in the PX Escrow Deposit and will challen a or accept such recalculations at its sole reasonable discretion taking into ac ount, among other factors, the amount of the recalculation, the probity of the nderlying cause of the recalculation and the cost and probative value of challen ing the recalculation. Upon its discharge from bankruptcy, the amount in the Escrow Deposit available for disbursement to Members will be determined. c) Pa me ts. NCPA may release portions of the ISO and/or PX Escrow Deposits to ABA POWER from time to time. ABAG POWER will place such amounts in an inte est bearing account until all funds have been released or December 31, 2006, hichever is earlier. The City's share will be determined using the Usage Ratio. BAG will pay City its share of the amount in such accounts at that time. ny payments received by ABAG POWER after such disbursement will be paid to Electric Program Members if, in ABAG POWER's sole discretion, it is cost effectiv to do so. Page 3 Wind Up Agreement