Anexo

City of Dover Rate Impact Samples by Class Effective July 1, 2008 Financial Model Proposed Rate 1-Jul-07 1-Jul-08 Percent Rates Rates Change Residential Kwh Consumption 1000 R $ 139.30 $ 144.20 3.5176% 750 $ 105.73 $ 109.40 3.4760% Rental Office Jul-05 Location 36348 Kwh Consumption C 2226 $ 327.08 $ 341.00 4.2569% Jan-06 Kwh Consumption 3220 C $ 470.81 $ 490.95 4.2780% Bank Jul-05 Location 3922 Kwh Consumption 2507 C1 $ 378.14 $ 393.82 4.1470% Jan-06 Kwh Consumption 3510 C1 $ 523.17 $ 545.12 4.1966% Bank Jul-05 Location 31718 Kwh Consumption 6240 C2 $ 811.25 $ 837.92 3.2877% Jan-06 Kwh Consumption 5683 C2 $ 827.23 $ 851.52 2.9364% Car Dealer Jul-05 Location 28884 Kwh Consumption 43,000 C5 $ 5,624.93 $ 5,799.75 3.1081% Jan-06 Kwh Consumption 42,520 C5 $ 5,682.29 $ 5,864.03 3.1984% Large Insurance Company Jul-05 Location 32386 Kwh Consumption 129,000 P $ 15,948.60 $ 16,488.08 3.3826% Jan-06 Kwh Consumption 77,000 P $ 10,291.29 $ 10,613.30 3.1290% Transmission Jul-05 Location 32348 Kwh Consumption 1,674,000 T $ 155,692.33 $ 161,364.56 3.6432% Jan-06 Kwh Consumption 1,458,000 T $ 138,812.06 $ 143,514.69 3.3878%

FIRST AMENDMENT TO ENERGY MANAGEMENT AGREEMENT This First Amendment to Energy Management Agreement (this “First Amendment”), dated and made effective as of November _____, 2007, is entered into by and between Dover, Delaware, a municipal corporation of the State of Delaware (“Dover”), and Pace Global Asset Management, LLC, a Virginia limited liability company (“Energy Manager”). Dover and Energy Manager are sometimes referred to herein, individually, as "Party" and, collectively, as "Parties." All capitalized terms, which are not defined herein, shall possess the meanings allocated to them in the Agreement. W H E R E A S: WHEREAS, Dover and Energy Manager entered into that certain Energy Management Agreement (the “Agreement”), dated as of May 4, 2006, which the Parties now desire to amend pursuant to the terms and conditions set forth in this First Amendment. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this First Amendment, and intending to be legally bound hereby, the Parties agree as follows: 1. The defined terms “Portfolio Unit Cost,” “Recommended Initial Hedges,” and “UCC” shall be deleted in their entirety from Article 1 of the Agreement. 2. The following term and definition shall be added to Article 1 of the Agreement: “‘Forward Market Price’, for purposes of Section 8.2, means the forward price per MWh of wholesale, delivered power for the PJM–DPL zone as of March 31st for each month of the upcoming Hedge Year. In order to determine such price, Energy Manager, on behalf of Dover, will obtain by March 31st (or the next business day following that date) a minimum of three (3) price quotes ($/MWh) from qualified counterparties in the market for the upcoming Hedge Year’s unhedged requirements and then use for the forward price for each month of the Hedge Year the average of the quotes except for the highest quote.” 3. In Section 2.1 of the Agreement, (a) the date “June 30, 2010” in the first sentence thereof shall be deleted in its entirety and replaced with the date “June 30, 2011;” and (b) the reference to “Sections 8.1(e) and 8.2” in the fourth sentence thereof shall be deleted in its entirety and replaced with a reference to “Sections 8.1(c) and 8.2.” 4. In Section 2.2 of the Agreement, the first sentence thereof is deleted in its entirety and replaced with the following: “Section 2.2 Early Termination. Notwithstanding Section 2.1 hereof, Dover may terminate this Agreement for convenience, effective July 1, 2010 (“Early Termination Date”) upon not less than sixty (60) days prior written notice to Energy Manager; provided, however, that in the event Dover terminates this Agreement effective at the end of July 1, 2010,

Dover will pay Energy Manager an early termination fee (the “Early Termination Fee”) equal to Two Hundred Forty Thousand Two Hundred Fifty Dollars ($240,250.00).” 5. Section 8.1 of the Agreement is deleted in its entirety and replaced with the following: “Section 8.1 Monthly Payment. For work performed as set forth in Articles 4, 5 and 6 hereof, Dover shall pay the Energy Manager the following fees during the Initial Term and the first Extended Term, if any, of this Agreement: (a) From the Effective Date through June 30, 2007, One Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($181,250.00) per month; (b) during the period July 1, 2007 through June 30, 2011, One Hundred Sixty-Six Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($166,666.67) per month; and (c) during the period July 1, 2011 through June 30, 2012, One Hundred Seventy-One Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($171,666.67) per month.” 6. Section 8.2 of the Agreement is deleted in its entirety and replaced with the following: “Section 8.2 Incentive Fee. (a) In accordance with the Risk Management Policies and Procedures, Energy Manager will recommend in writing to Dover hedges for the Project’s Fuel and Power requirements (including FTRs, if available) as required to meet its load during each month during each July through June period during the Initial Term and first Extended Term (each such July through June period, a “Hedge Year”). All hedges recommended by Energy Manager and executed by Dover as of March 31st of any given year will be used to establish the Benchmark Unit Cost of Supply for the upcoming Hedge Year. The “Benchmark Unit Cost of Supply” means for each month of the Hedge Year, the price per MWh that is equal to the sum of (i) the weighted average price per MWh of the month’s hedges executed as of March 31st immediately prior to the Hedge Year and unhedged requirements (the unit price of which shall be equal to the Forward Market Price for the month), plus (ii) a fixed adder of $7.50 per MWh to reflect supply costs including VLR and as a proxy for the margin in a full requirements contract (collectively, the “Other Supply Costs”). The Benchmark Unit Cost of Supply does not include losses, ancillaries, or transmission (including seams, FERC fees, PJM charges), which shall be passed through to Dover. An example of such calculation of the Benchmark Unit Cost of Supply is set forth in Appendix C-1 hereto. For the second Hedge Year, the Benchmark Unit Cost of Supply will be Eighty Dollars and Seventy-Seven Cents ($80.77) per MWh as set forth in Appendix C-2 hereto. Thereafter, Energy Manager will notify Dover in writing by April 30th of the Benchmark Unit Cost of Supply for each month of the upcoming Hedge Year.

(b) At the end of the second Hedge Year and each Hedge Year thereafter, Energy Manager will calculate the following: (i) the “Aggregate Benchmark Cost of Supply” which shall mean, for any month, the Benchmark Unit Cost of Supply multiplied by the actual load at the appropriate loss level for the month; (ii) the “Aggregate Actual Cost of Supply” which shall mean, for any month, the sum of all costs actually incurred by Dover for Fuel and Power for the actual load during the month, including gains and losses on all hedges (which include sales of Energy from the Project) and Other Supply Costs for the month; and (iii) the “Gross Incentive Amount” which shall mean, for a Hedge Year, the sum of the following differences for each month in the Hedge Year: (a) the Aggregate Benchmark Cost of Supply for the month, minus (b) the Aggregate Actual Cost of Supply plus the monthly payment received by Energy Manager as set forth in Section 8.1 hereof for the month. For the first Hedge Year (i.e., July 1, 2006 through June 30, 2007), Dover shall pay Energy Manager an incentive fee equal to Nine Hundred Seventy-Eight Thousand Dollars ($978,000.00). For each Hedge Year thereafter, if the Gross Incentive Amount for the Hedge Year is a positive value, Dover shall pay Energy Manager an amount equal to thirty-five percent (35%) of such Gross Incentive Amount, but not to exceed One Million Dollars ($1,000,000.00). If the Gross Incentive Amount for the Hedge Year is a negative value, no incentive fee shall be payable to Energy Manager. An example of such calculation of the Gross Incentive Amount is set forth in Appendix D hereto. Any amounts due pursuant to this Section 8.2(b), may be paid, at the sole option of the payor, in either a lump sum or twelve (12) equal monthly installments; provided, however, that upon expiration or Dover’s termination of this Agreement as set forth in Section 2.2 hereof, any amounts due by a Party, or any unpaid portion thereof, shall be immediately due and payable. The lump sum or the first installment shall be due by the end of the month immediately following the end of the applicable Hedge Year. 7. Appendix C of the Agreement shall be deleted in its entirety and replaced with Appendix C attached hereto. 8. Appendix D of the Agreement shall be deleted in its entirety and replaced with Appendix D attached hereto. Except as specifically amended or waived by this First Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect. If there is a conflict between 3

the terms and conditions set forth in this First Amendment and the terms and conditions set forth in the Agreement, the terms and conditions set forth in this First Amendment shall control. IN WITNESS WHEREOF, each of the Parties has caused this First Amendment to be executed by its duly authorized officer as of the date first written above. DOVER, DELAWARE PACE GLOBAL ASSET MANAGEMENT, LLC By: By: Name: Name: Title: Title: Date: Date:

APPENDIX C EXAMPLE OF BENCHMARK COST OF SUPPLY CALCULATION HEDGED (FIXED) POSITIONS UNHEDGED (OPEN) POSITIONS1 Column [1] [2] [3] [4] [5] [6] Column [7] [8] [9] [10] [11] [12] [1] x [2] [4] x [5] [7] x [8] [10] x [11] ON-PEAK POWER OFF-PEAK POWER ON-PEAK POWER OFF-PEAK POWER Volume Wtd Average Volume Wtd Average Volume Market Price Volume Market Price (MWH) Fixed Price Total Cost (MWh) Fixed Price Total Cost (MWH) as of 3/31 Total Cost (MWh) as of 3/31 Total Cost July 34,000 $90.00 $3,060,000 25,000 $55.00 $1,375,000 July 6,000 $90.00 $540,000 14,000 $60.00 $840,000 August 38,000 $90.00 $3,420,000 22,000 $55.00 $1,210,000 August 9,000 $95.00 $855,000 13,000 $60.00 $780,000 September 27,000 $90.00 $2,430,000 24,000 $55.00 $1,320,000 September 9,000 $85.00 $765,000 11,000 $50.00 $550,000 October 25,000 $90.00 $2,250,000 18,000 $55.00 $990,000 October 8,000 $85.00 $680,000 11,000 $50.00 $550,000 November 24,000 $90.00 $2,160,000 18,000 $55.00 $990,000 November 8,000 $85.00 $680,000 10,000 $45.00 $450,000 December 21,000 $90.00 $1,890,000 20,000 $55.00 $1,100,000 December 8,000 $90.00 $720,000 14,000 $45.00 $630,000 January 25,000 $90.00 $2,250,000 20,000 $55.00 $1,100,000 January 10,000 $85.00 $850,000 13,000 $50.00 $650,000 February 24,000 $90.00 $2,160,000 18,000 $55.00 $990,000 February 8,000 $85.00 $680,000 11,000 $50.00 $550,000 March 18,000 $90.00 $1,620,000 16,000 $55.00 $880,000 March 14,000 $85.00 $1,190,000 12,000 $50.00 $600,000 April 20,000 $90.00 $1,800,000 15,000 $55.00 $825,000 April 11,000 $85.00 $935,000 12,000 $50.00 $600,000 May 24,000 $90.00 $2,160,000 18,000 $55.00 $990,000 May 12,000 $85.00 $1,020,000 11,000 $55.00 $605,000 June 30,000 $90.00 $2,700,000 18,000 $55.00 $990,000 June 8,000 $90.00 $720,000 15,000 $60.00 $900,000 Annual Total 310,000 $27,900,000 232,000 $12,760,000 Annual Total 111,000 $9,635,000 147,000 $7,705,000 TOTAL PORTFOLIO (SUM OF HEDGED AND UNHEDGED) Column [13] [14] [15] [16] [17] [18] [1] + [7] [4] + [10] [13] + [14] [3] + [9] [6] + [12] [16] + [17] TOTAL VOLUME (MWH) TOTAL COST BENCHMARK UNIT COST OF SUPPLY On-Peak Off-Peak On-Peak Off-Peak Power Power Total Power Power Total July 40,000 39,000 79,000 $3,600,000 $2,215,000 $5,815,000 August 47,000 35,000 82,000 $4,275,000 $1,990,000 $6,265,000 September 36,000 35,000 71,000 $3,195,000 $1,870,000 $5,065,000 Total Cost (Column [18]) $58,000,000 October 33,000 29,000 62,000 $2,930,000 $1,540,000 $4,470,000 Divided By: Total Volume (Column [15]) 800,000 November 32,000 28,000 60,000 $2,840,000 $1,440,000 $4,280,000 December 29,000 34,000 63,000 $2,610,000 $1,730,000 $4,340,000 Weighted-Average Energy Cost/MWH $72.50 January 35,000 33,000 68,000 $3,100,000 $1,750,000 $4,850,000 February 32,000 29,000 61,000 $2,840,000 $1,540,000 $4,380,000 Plus: Other Supply Costs Adder Per Contract $7.50 March 32,000 28,000 60,000 $2,810,000 $1,480,000 $4,290,000 April 31,000 27,000 58,000 $2,735,000 $1,425,000 $4,160,000 Equals: BENCHMARK COST OF SUPPLY $80.00 May 36,000 29,000 65,000 $3,180,000 $1,595,000 $4,775,000 June 38,000 33,000 71,000 $3,420,000 $1,890,000 $5,310,000 Annual Total 421,000 379,000 800,000 $37,535,000 $20,465,000 $58,000,000 1 Unhedged positions for each month are valued based on the Forward Market Price for PJM West, DPL Zone as of March 31 prior to the start of the Fiscal Year as. 1 determined by averaging all but the highest of at least three (3) market quotes for firm delivery of such power. C-1

APPENDIX C (continued) SECOND HEDGE YEAR (2007-2008) BENCHMARK COST OF SUPPLY CALCULATION 1 HEDGED (FIXED) POSITIONS UNHEDGED (OPEN) POSITIONS Column [1] [2] [3] [4] [5] [6] Column [7] [8] [9] [10] [11] [12] [1] x [2] [4] x [5] [7] x [8] [10] x [11] ON-PEAK POWER OFF-PEAK POWER ON-PEAK POWER OFF-PEAK POWER Market Price Market Price Volume Wtd Average Volume Wtd Average Volume as of Volume as of (MWH) Fixed Price Total Cost (MWh) Fixed Price Total Cost (MWH) 12/27/06 Total Cost (MWh) 12/27/06 Total Cost July 40,320 $87.44 $3,525,564 30,600 $68.57 $2,098,140 July - $66.30 $0 9,267 $66.30 $614,402 August 44,160 $87.44 $3,861,332 28,200 $68.57 $1,933,580 August 2,242 $66.30 $148,645 6,692 $66.30 $443,680 September 33,440 $75.53 $2,525,556 29,120 $66.50 $1,936,584 September 2,490 $66.30 $165,087 4,689 $66.30 $310,881 October 31,280 $75.39 $2,358,144 22,560 $69.90 $1,576,850 October 1,649 $66.30 $109,329 5,429 $66.30 $359,943 November 28,560 $75.39 $2,153,088 23,040 $69.90 $1,610,400 November 1,770 $66.30 $117,351 4,168 $66.30 $276,338 December 27,200 $77.22 $2,100,480 25,440 $68.77 $1,749,530 December 1,905 $66.30 $126,302 6,922 $66.30 $458,929 January 29,920 $89.78 $2,686,112 25,480 $66.69 $1,699,320 January 4,901 $66.30 $324,936 6,354 $66.30 $421,270 February 28,560 $89.78 $2,564,016 23,400 $66.69 $1,560,600 February 2,022 $66.30 $134,059 4,139 $66.30 $274,416 March 23,520 $74.44 $1,750,812 22,440 $68.72 $1,542,036 March 8,783 $66.30 $582,313 6,243 $66.30 $413,911 April 24,640 $72.76 $1,792,824 20,240 $64.45 $1,304,376 April 5,280 $66.30 $350,064 6,143 $66.30 $407,281 May 28,560 $72.57 $2,072,616 24,480 $58.17 $1,423,920 May 6,450 $66.30 $427,635 4,815 $66.30 $319,235 June 36,960 $82.11 $3,034,836 23,040 $58.17 $1,340,160 June 1,813 $66.30 $120,202 9,318 $66.30 $617,783 Annual Total 377,120 $30,425,380 298,040 $19,775,496 Annual Total 39,305 $2,605,922 74,179 $4,918,068 TOTAL PORTFOLIO (SUM OF HEDGED AND UNHEDGED) Column [13] [14] [15] [16] [17] [18] [1] + [7] [4] + [10] [13] + [14] [3] + [9] [6] + [12] [16] + [17] TOTAL VOLUME (MWH) TOTAL COST BENCHMARK UNIT COST OF SUPPLY On-Peak Off-Peak On-Peak Off-Peak Power Power Total Power Power Total July 39,464 39,867 79,331 $3,525,564 $2,712,542 $6,238,106 August 46,402 34,892 81,294 $4,009,977 $2,377,260 $6,387,236 September 35,930 33,809 69,739 $2,690,643 $2,247,465 $4,938,108 Total Cost (Column [18]) $57,724,865 October 32,929 27,989 60,918 $2,467,473 $1,936,793 $4,404,265 Divided By: Total Volume (Column [15]) 787,788 November 30,330 27,208 57,538 $2,270,439 $1,886,738 $4,157,177 December 29,105 32,362 61,467 $2,226,782 $2,208,459 $4,435,240 Weighted-Average Energy Cost/MWH $73.27 January 34,821 31,834 66,655 $3,011,048 $2,120,590 $5,131,639 February 30,582 27,539 58,121 $2,698,075 $1,835,016 $4,533,090 Plus: Other Supply Costs Adder Per Contract $7.50 March 32,303 28,683 60,986 $2,333,125 $1,955,947 $4,289,072 April 29,920 26,383 56,303 $2,142,888 $1,711,657 $3,854,545 Equals: BENCHMARK COST OF SUPPLY $80.77 May 35,010 29,295 64,305 $2,500,251 $1,743,155 $4,243,406 June 38,773 32,358 71,131 $3,155,038 $1,957,943 $5,112,981 Annual Total 415,569 372,219 787,788 $33,031,302 $24,693,564 $57,724,865 1 For the second Hedge Year, unhedged positions for each month are valued based on the most recent quote received (and transacted on) in advance of the Hedge Year. That occurred on 12/27/06 1 at an around-the-clock price of $66.30 / MWh.

APPENDIX D EXAMPLE GROSS INCENTIVE AMOUNT CALCULATION 1 Benchmark Unit Cost of Supply/MWH $80.00 2 Aggregate Actual Energy Cost $75.50 3 Gross Incentive per MWH [1] - [2] $4.50 4 Volumes, MWH 800,000 5 Gross Incentive [3] x [4] $3,600,000 6 Less: Base Fees ($2,000,000) 7 Plus: Generation Margin $200,000 8 Eligible Incentive Pool [5] + [6] + [7] $1,800,000 9 Energy Manager Share 35% 10 Energy Manager Incentive [8] x [9] $630,000 INCENTIVE PAYOUT Example @ $80/MWH Benchmark $1,500,000 $1,250,000 Energy Manager Incentive $1,000,000 $750,000 $500,000 $250,000 $0 ($250,000) 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 9. 7 9. 2 8. 7 8. 2 7. 7 7. 2 6. 7 6. 2 5. 7 5. 2 4. 7 4. 2 3. 7 3. 2 2. 7 $7 $7 $7 $7 $7 $7 $7 $7 $7 $7 $7 $7 $7 $7 $7 Aggregate Actual Cost per MWH No Gen Credits $200K Gen Credits $400K Gen Credits $600K Gen Credits C-3

Total Five Year Year 1 2006/07 Year 2 2007/08 Year 3 2008/09 Year 4 2009/10 Year 5 2010/11 Cost Savings Current $2,175,000.00 $2,240,250.00 $2,307,457.56 $2,376,681.24 $2,447,981.64 $11,547,370.44 $1,372,370.28 Proposed $2,175,000.00 $2,000,000.04 $2,000,000.04 $2,000,000.04 $2,000,000.04 $10,175,000.16 INCENTIVE FEE Total Two Year Year 1 2006/07 Year 2 2007/08 Year 3 2008/09 Year 4 2009/10 Year 5 2010/11 Estimate Estimated Savings 1 Current (No Cap) $1,620,000.00 $1,680,000.00 Unknown Unknown Unknown $3,300,000.00 $1,300,000.00 Cap $1,000,000.00 $1,000,000.00 $1,000,000.00 $1,000,000.00 $1,000,000.00 $2,000,000.00 1 Estimated for year 2