New Albany - Regulatory Approvals

Louise,

Don mentioned that you were interested in the likelihood of obtaining the necessary regulatory approvals on the sale to Duke.

According to Andrews & Kurth, it is about 99% likely that we will ultimately receive the necessary Hart-Scott-Rodino approval from the DOJ / FTC. It is possible, but not likely, that we will receive follow up questions and even a second request but we should be able to answer any such questions to the regulators' satisfaction. A&K also cautioned that this 99% figure was a based on a quick analysis.

With respect to the required approval from the FERC, I was sure to speak to Sam Behrends of LeBoeuf, Lamb, Greene and MacRae (he worked on both of the other peaker sales) prior to finalizing the PSA about the likelihood of getting FERC approval. He indicated that he thought it would be a "slam dunk" but I did not ask him to assign a numerical percentage figure to that. I have a second call into him in order to get that number, but have not been able to reach him. I will let you know ASAP.

Please let me know if you need anything further.

Stuart