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2006/05/29 The City of Niagara Falls, Ontario Council Chambers No.5 May 29, 2006 Moved by Alderman Morocco Seconded by Alderman Ioannoni WHEREAS Niagara Falls Hydro Holding Corporation ("Niagara Falls Hydro") and Peninsula West Power Inc. ("Pen West") have been considering the merger of their respective electricity distribution utilities (the "Merger"); and WHEREAS the parties have negotiated a term sheet (the ""Term Sheet") which forms the basis for their continued negotiations of the Merger. THEREFORE BE IT RESOLVED that the Council of the Corporation of the City of Niagara Falls, as the stakeholder of Niagara Falls Hydro, hereby approves, in principle, the Term Sheet and authorizes Niagara Falls Hydro to proceed with the negotiation of the Merger. AND The Seal of the Corporation be hereto affixed. ~ l/tJi~ Qs;~-p~ R. T. (TED) SALCI MAYOR I ~ ,.1 I ---.