XII. Fees and Surcharges owed by Altrio and Applicant

Altrio had not paid all of the applicable fees and surcharges it owed when the transaction occurred, and has paid none since. Applicant stated that its asset purchase agreement with Altrio calls for Altrio to be responsible for all costs incurred prior to March 26, 2004. However, it also stated its willingness to have approval of this application contingent upon its paying the fees and surcharges owed by Altrio. Therefore, we will make our granting of a CPCN, and approval of the transaction, contingent upon payment of the fees and surcharges owed by Altrio, as well as those owed by Applicant for operations since its acquisition of Altrio's assets. Approval is also contingent upon Applicant's filing of all reports required since its acquisition of Altrio.