As promptly as reasonably practicable following the Closing, the Parties agree to negotiate, or will cause their respective Affiliates to negotiate, in good faith a replacement of the Existing Mitchell Plant Operating Agreement (the “Replacement Mitchell Plant Agreement”) generally consistent to the greatest extent practicable with the provisions contained in the forms of Mitchell Plant Ownership Agreement and Mitchell Plant O&M Agreement attached to the SPA, giving due regard to the Orders of the KPSC and WVPSC related to the Mitchell Plant Ownership Agreement and Mitchell Plant O&M Agreement and the resolutions of the Operating Committee (as defined in the Existing Mitchell Plant Operating Agreement) that have implemented certain of such substantive provisions. The Replacement Mitchell Plant Agreement will include, among other things, the right of Wheeling (or another Affiliate of Sellers) to acquire the Mitchell Interest on or after December 31, 2028, in a manner reasonably acceptable to both Kentucky Power and Wheeling in the event Wheeling continues operations at Mitchell after December 31, 2028.

Mitchell Plant Approvals. The Mitchell Plant Approvals shall have been duly obtained, and such approvals shall have become Final Orders.

Sellers shall take the lead on strategy with respect to the Parties’ efforts to obtain the Mitchell Plant Approvals after considering and reflecting in good faith all reasonable comments and advice of Purchaser (and its counsel), and Purchaser shall reasonably cooperate with Sellers in connection therewith. Subject to the last sentence of [Section 4.5(d)], Sellers shall be entitled to cause Kentucky Power and Wheeling to make such modifications to the Mitchell Plant Ownership Agreement and the Mitchell Plant O&M Agreement as are reasonably necessary to comply with the Mitchell Plant Approvals, including in respect of any settlement of the proceedings related thereto, in each case entered following the Effective Date, and to cause such parties to execute the Mitchell Plant Ownership Agreement and the Mitchell Plant O&M Agreement prior to the Closing, as such agreements shall be so modified, if and to the extent that such agreements have been finalized and the Mitchell Plant Approvals have been obtained and have become Final Orders. For the avoidance of doubt, # any change in the form or substance of the forms of the Mitchell Plant Ownership Agreement or Mitchell Plant O&M Agreement, included as [Exhibit B] and [Exhibit C], respectively, to this Agreement, after the Effective Date, to the extent that such change is adverse to the interests of Purchaser or the Acquired Companies and relates to the period on and after the Closing Date and # any other undertaking, term, condition, liability, obligation, commitment or sanction imposed on or agreed to by the Acquired Companies in obtaining the Mitchell Plant Approvals that relates to the period on and after the Closing Date, in each case of clauses (i) and (ii), shall be taken into account for purposes of any determination under this Agreement as to whether a Burdensome Condition shall have occurred.

4.20Transfer of Mitchell Assets and Mitchell Employees to Successor Operator; Mitchell Plant Approvals.

January 1, 2029, only if at such time # the Mitchell Plant or any unit thereof has not permanently ceased operations and # Kentucky Power # no longer owns an ownership interest in the Mitchell Plant or any unit thereof or # has executed a binding instrument to irrevocably relinquish to Wheeling any generation entitlement and dispatch rights with respect to the Mitchell Plant or any unit thereof on and after January 1, 2029.

Without limiting the foregoing or clause (d) below, the Parties will use good faith efforts to agree upon the terms of the Replacement Mitchell Plant Agreement, obtain any requisite approvals related thereto and cause their respective applicable Affiliates to enter into the Replacement Mitchell Plant Agreement by no later than June 30, 2024, as such date may be adjusted for changes in the anticipated bid date with respect to the Mitchell capacity for the 2028/2029 PJM Reliability Pricing Model (RPM) Base Residual Auction (BRA) (the “PJM Auction Bid Date”) or the timing of a potential KP Mitchell Sale (as defined below).

Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, this Agreement and the Ancillary Agreements shall not constitute an agreement to transfer or assign any Mitchell Operator Asset if an attempted assignment thereof, without the consent of a third party, would constitute a breach or other contravention under any Contract or Law to which any Acquired Company or any member of the Seller Group is a party or by which it is bound, or would in any way adversely affect the rights of any Acquired Company or such member of the Seller Group relating to such Mitchell Operator Asset or any right related thereto that any member of the Seller Group is entitled to retain. To the extent that Sellers are unable, or in their reasonable judgment determine they are unlikely, to obtain any required consent with respect to a Mitchell Operator Asset that is reasonably necessary to be transferred to the Successor Operator to comply with its obligations under the Mitchell Plant O&M Agreement prior to Closing, Sellers and Purchaser shall cooperate to implement any lawful and commercially reasonable arrangement as Sellers and Purchaser shall agree under which Successor Operator or an Affiliate thereof would, to the extent practicable, obtain the rights and benefits under such Mitchell Operator Asset and assume the burdens and obligations with respect thereto, subject to Kentucky Power and Successor Operator (in such capacity or its capacity as the owner of an undivided interest in Mitchell) each bearing its respective allocated share of costs in accordance with the Mitchell Plant Ownership Agreement and the Mitchell Plant O&M Agreement, including by subcontracting, sublicensing, subleasing, delegating or granting a limited power of attorney or similar appointment as agent to Successor Operator or an Affiliate thereof. Sellers and Purchaser shall continue to cooperate on and after the Closing to assign, transfer or convey to Successor Operator or an Affiliate thereof any Mitchell Operator Asset that is reasonably necessary to be transferred to the Successor Operator to comply with its obligations under the Mitchell Plant O&M Agreement that remains held by Kentucky Power and to otherwise arrange for Successor Operator to directly contract with the applicable third party for any renewal Contract upon the expiration or termination of any Contract constituting any such Mitchell Operator Asset.

“Mitchell Interest” shall mean the fifty percent (50%) undivided interest in Mitchell owned by Kentucky Power.

Notwithstanding the requirements of Section 5.2 of the SPA to the contrary, prior to Closing, Sellers shall identify to Purchaser in writing on a list (the “Disabled Direct Employee List”) and shall cause each Acquired Company to transfer, effective prior to the Closing, each Non-Covered Employee who has not been actively at work for at least 1,040 hours of regularly scheduled work due to disability as defined in the AEP LTD Plan (each a “Disabled Direct Non-Covered Employee”) to an Affiliate of AEP that is not an Acquired Company.

“Existing Mitchell Plant Operating Agreement” shall mean that certain operating agreement for the Mitchell Plant, dated as of December 31, 2014, as amended, among Kentucky Power, Wheeling, and AEPSC, as agent.