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Virginia ("Virginia Assets") is approximately S350 million in total Rappahannock is proposing to purchase Potomac Edison's Virginia Assets in the new Rappahannock territory for approximately S183 million, and Shenandoah Valley is proposing to pu"chase Potomac Edison's Virginia Assets in the new Shenandoah Valley territory for approximately Si67 million, subject in each transaction to post-closing adjustments to true-up the net book value of the acquired assets customer deposits, and accounts receivable

Rappahannock anc Shenandoah Valley have agreed to be bound by the "ales and charges set out in the Order dated November 26 2008 in Case No PUE-2008-00033 and the Stipulation attached to that Order, with respect to the Virginia Assets for the time penods set forth therein Thus, the Parties maintain that the transaction will have no immediate mpact on the 'ates of Potomac Edison's Virginia customers who will Pe transferred to Rappahannock and Shenandoah Va ley To assist in the fulfillment of this obngat.on, O'd Dominion Electric Cooperative would assume certain contractual obligations to serve Potomac Edison's former retail customers in Virginia through June 30.2011 After June 30 2011. the process of setting rates for the former Potomac Edison customers would be the same process applicable to current Rappahannock or Shenandoah Vailey customers

Raopahannocx and Snenandoah Valley would assume most pbst-ciosmg liabilities, as well as some pre-closing -labilities, including certain regu-atory liabilities, limited liabilities relating to the 'emediation of hazardous substances; liabilities mlaled to customer deposits and unearned pole attachment rental revenue; and cost of removal obligations associated with the Virg.nia Assets Potomac Edison will remain liable for all liabilities related to the Virginia Assets not specifically assumed by Rappahannock and Shenandoah Va'iey The asset purchase agreements provide for customary representations and warranties, covenants and indemnifications

On Septembe" 30 2009 Rappahannock and Shenandoah Vailey flied for approval of special rale schedules Pursuani to § 56-235 2 of the Code Rappahannock and Shenandoah Vailey requested that the Commission grant them approval to implement transitional rate schedules for Potomac Edison's current customers in the new Rappahannock ler-’fory and in the new Shenandoah Valley territory should the Joint Petition be granted As is mentioned above these specialized, transitional rate schedules proposed in Rapoahannock and Shenandoah Valley's Seplemoe" 30 2009 f lings are consistent with the rates and charges set forth in the November 26 2008 Order m Case No PUE-2008-00033. and the Stipulation attached to that Order Thus, these requests for approval of special Iransitior-ai rate schedules would not result In any immediate changes to the rates and charges of Potomac Ed son's accused customers Nor would these filings result in any immediate changes in the rate schedules aoDicaoe to Rappahannock or Shenandoan Valley's curent member customers

The Commission entered an Order for Notce and Hearing that, among other things, scheduled a public heanng to commence at 10 00 a m on Ma'ch 2, 20,10 in foe Commission's Second Floor Courtroom, Tyter Building, 1300 East Mam Street. Richmond Virginia for the purpose of receiving evidence reiateo to the Joint Petition Public witnesses desiring to offer testimony at toe public hearing need only appear in the Commission's Second Floor Court'oom in foe Tyier Bunding at foe address set forth above pnor to 9 45 a m on foe day of foe heanng and register a request to speak with foe Commission's Bailiff

The Joint Petition and foe Commission's Oder for Notice and Hearing are availaoie for public inspection during "eguiar business hours at eacn of the Jornt Petitioners' Dusiness offices in the Commonwealth of Virginia Copies aiso may pe obtained by submitting a written request to counsel for Potomac Edison Richard D Gary Esquire, Hunton & Williams LLP. Riverfront Piaza, East Tower 951 East Byrd Street Richmond. Virginia 23219 If acceptable to the requesting party the Joint Petitioners may provide a copy of the public version of foe Joint Petition by electronic means Copies of the public version of toe joint Petition as well as a copy of the Order for Notice and Hearing also snals be available for interested persons to review m toe Commission's Document Control Center, located on foe First Floor of foe Tyler Bu iding, 1300 East Main Street Richmond, Virginia between foe hours of 8 15am and 5 00 p m , Monday through F'iday. excluding holidays Interested persons may also download unofficial copies from the Commission s website http /,'www see Virginia goy/case

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