**EXHIBIT 10.42**

 

**PARTICIPATION AGREEMENT**

 

**BETWEEN**

 

**LOUISVILLE GAS AND ELECTRIC**

 

**AND**

 

**ILLINOIS MUNICIPAL ELECTRIC AGENCY**

 

 

**SEPTEMBER 24, 1990**

 

 

CONFORMEDCOPY ISSUED MARCH 8, 1993

 

BYTHE

 

LOUISVILLEGAS AND ELECTRIC CO.

 

RESOURCEAND ELECTRIC SYSTEM PLANNING DEPARTMENT

 

502627-2300

 

----

 

PARTICIPATION AGREEMENT

 

 

BY AND BETWEEN

 

 

LOUISVILLE GAS AND ELECTRIC COMPANY

 

220 West Main Street

 

Post Office Box 32010 (40232)

 

Louisville, Kentucky 40202

 

 

AND

 

 

ILLINOIS MUNICIPAL ELECTRIC AGENCY

 

919 South Spring Street

 

Springfield, Illinois 62704

 

 

September 24, 1990

 

 

as amended January 22, 1991

 

CONFORMED COPY

 

----

 

AGREEMENT

 

ThisAgreement, dated September 24, 1990, as amended by Amendment to ParticipationAgreement, dated January 22, 1991, between Louisville Gas and Electric Company(“Louisville” or a “Party”), a Kentucky corporation, and Illinois MunicipalElectric Agency (“IMEA” or a “Party”), an Illinois municipal corporation,collectively (the “Parties”).

 

WHEREAS,IMEA is an agency composed of numerous municipally-owned electric systems, andis empowered, among other things, to plan, finance, develop, own, and operateprojects to supply electric power and energy on a collective basis for thepresent and future needs of its members; and

 

WHEREAS,Louisville is a regulated public utility and owns and operates facilities forthe generation, transmission, and distribution of electric power and. energy inthe Commonwealth of Kentucky; and

 

WHEREAS,IMEA owns and operates facilities for the generation and transmission ofelectric power and energy in the State of Illinois; and

 

WHEREAS,Louisville is the owner of the Trimble County Plant; and

 

WHEREAS,Louisville and IMEA are entering into this Agreement to establish (a) therespective ownership interests of the Parties in Trimble County Unit 1, and (b)the respective obligations and rights of the Parties with respect to theoperation and maintenance of Trimble County Unit 1.

 

NOW,THEREFORE, in consideration of the premises and of the mutual covenants hereinset forth, and subject to the terms and conditions herein set forth, theParties agree as follows:

 

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**TABLE OFCONTENTS**

 
| ARTICLE  1 DEFINITIONS                    |                                                                |
|------------------------------------------------|---------------------------------------------------------------------|
|                                           |                                                                |
| 1.1                                            | Agreed Rate.                                                        |   |
| 1.2                                            | Agreement                                                           |   |
| 1.3                                            | Capacity Factor.                                                    |   |
| 1.4                                            | Closing.                                                            |   |
| 1.5                                            | Commercial Operation Date.                                          |   |
| 1.6                                            | Construction  Work.                                                 |   |
| 1.7                                            | Coordination  Committee.                                            |   |
| 1.8                                            | Delivery  Points.                                                   |   |
| 1.9                                            | Effective Date.                                                     |   |
| 1.10                                           | Electric  Capability.                                               |   |
| 1.11                                           | Electric Energy.                                                    |   |
| 1.12                                           | Electric Capability And  Energy.                                    |   |
| 1.13                                           | Electric Capability  And Energy Entitlement.                        |   |
| 1.14                                           | Execution Date.                                                     |   |
| 1.15                                           | Fixed Operation  and Maintenance Expenses.                          |   |
| 1.16                                           | Force Majeure.                                                      |   |
| 1.17                                           | Fuel/Reactant  Operation Expenses.                                  |   |
| 1.18                                           | Good  Utility Practice.                                             |   |
| 1.19                                           | Incremental Capital Assets.                                         |   |
| 1.20                                           | Insurance.                                                          |   |
| 1.21                                           | Interchange  Agreement.                                             |   |
| 1.22                                           | Internal Load.                                                      |   |
| 1.23                                           | Louisville’s Cost of  Capital.                                 |   |
| 1.24                                           | Municipal System.                                                   |   |
| 1.25                                           | Net  Electric Generating Capability And Associated Electric Energy. |   |
| 1.26                                           | Net  Seasonal Capability.                                           |   |
| 1.27                                           | Operating Work.                                                     |   |
| 1.28                                           | Participant.                                                        |   |
| 1.29                                           | Representative.                                                     |   |
| 1.30                                           | Trimble County  General Plant Facilities.                           |   |
| 1.31                                           | Trimble  County Plant.                                              |   |
| 1.32                                           | Trimble  County Site.                                               |   |
| 1.33                                           | Trimble  County Unit 1.                                             |   |
| 1.34                                           | Uniform System Of  Accounts.                                        |   |
|                                           |                                                                |   |
| ARTICLE  2 OWNERSHIP INTEREST AND SALE    |                                                                |
|                                           |                                                                |
| 2.1                                            | Ownership  Interests.                                               |   |
| 2.2                                            | Sale  Of Property Included In Trimble County Unit 1.                |   |
| 2.3                                            | Release  From Lien Of Louisville’s Indenture.                  |   |
| 2.4                                            | Closing.                                                            |   |
| 2.5                                            | Additional Generating  Units.                                       |   |
| 2.6                                            | Modification Of Existing  Property.                                 |   |
|                                           |                                                                |   |
| ARTICLE  3 PURCHASE, PAYMENT, AND CLOSING |                                                                |
|                                           |                                                                |
| 3.1                                            | Purchase Price.                                                     |   |

 

i

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| 3.2                                                                | Deposit.                                               |                                                              |
|--------------------------------------------------------------------|--------------------------------------------------------|-------------------------------------------------------------------|
| 3.3                                                                | Final Payment.                                         |                                                              |
| 3.4                                                                | Closing.                                               |                                                              |
| 3.5                                                                | Date And Place.                                        |                                                              |
| 3.6                                                                | Delivery  Of Documents. Certificates. And Funds.       |                                                              |
| 3.7                                                                | Extension Of Time For  Closing.                        |                                                              |
| 3.8                                                                | Special  Conditions.                                   |                                                              |
| 3.9                                                                | Liquidated  Damages.                                   |                                                              |
| 3.10                                                               | Continued Marketing  By Louisville.                    |                                                              |
| 3.11                                                               | Termination If  Closing Does Not Occur.                |                                                              |
|                                                               |                                                   |                                                              |
| ARTICLE  4 REPRESENTATIONS, WARRANTIES, AND MUTUAL  COVENANTS |                                                   |
|                                                               |                                                   |
| 4.1                                                                | IMEA  Representations.                                 |                                                              |
| 4.2                                                                | IMEA  Organization.                                    |                                                              |
| 4.3                                                                | Authority  Relative To This Agreement.                 |                                                              |
| 4.4                                                                | Approvals  And Consents.                               |                                                              |
| 4.5                                                                | Legal  Proceedings.                                    |                                                              |
| 4.6                                                                | Louisville Representations.                            |                                                              |
| 4.7                                                                | Louisville  Organization.                              |                                                              |
| 4.8                                                                | Authority  Relative To This Agreement.                 |                                                              |
| 4.9                                                                | Approvals  And Consents.                               |                                                              |
| 4.10                                                               | Legal Title.                                           |                                                              |
| 4.11                                                               | Condition of Plant  and Equipment.                     |                                                              |
| 4.12                                                               | Legal  Proceedings.                                    |                                                              |
|                                                               |                                                   |                                                              |
| ARTICLE  5 OPERATING ARRANGEMENTS                             |                                                   |
|                                                               |                                                   |
| 5.1                                                                | Authority For Operation  And Management.               |                                                              |
| 5.2                                                                | Scheduling  And Dispatching Of Electric Generation.    |                                                              |
| 5.3                                                                | Economic  Replacement of Trimble County Unit 1 Energy. |                                                              |
| 5.4                                                                | Electric  Capability And Energy Entitlements.          |                                                              |
| 5.5                                                                | Precommercial  Energy.                                 |                                                              |
| 5.6                                                                | Operations  Management.                                |                                                              |
|                                                               | 5.6.1                                                  | Administration  Of Operating Work And Incremental Capital Assets. |   |
|                                                               | 5.6.2                                                  | Purchasing  Necessary Goods And Services.                         |   |
|                                                               | 5.6.3                                                  | Procurement of Fuel.                                              |   |
|                                                               | 5.6.4                                                  | Expenditure Of Funds.                                             |   |
|                                                               | 5.6.5                                                  | Insurance.                                                        |   |
|                                                               | 5.6.6                                                  | Enforcement  Of Claims Against Third Parties.                     |   |
|                                                               | 5.6.7                                                  | Processing Claims  By Third Parties.                              |   |
|                                                               | 5.6.8                                                  | Delivery Of Operating Data.                                       |   |
| 5.7                                                                | Environmental Laws  and Regulations.                   |                                                              |
| 5.8                                                                | Limited  Re-Opener:  Environmental Legislation.   |                                                              |
| 5.9                                                                | Indemnification  of Environmental Fines and Penalties. |                                                              |
|                                                               |                                                   |                                                              |
| ARTICLE  6 INCREMENTAL CAPITAL ASSETS                         |                                                   |
|                                                               |                                                   |
| 6.1                                                                | Determination  Of Need.                                |                                                              |
| 6.2                                                                | Estimate Of  Costs.                                    |                                                              |
| 6.3                                                                | Responsibility  For Costs.                             |                                                              |

 

ii

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| ARTICLE  7 COMPENSATION                   |                                                                |
|------------------------------------------------|---------------------------------------------------------------------|
|                                           |                                                                |
| 7.1                                            | Monthly  Charges.                                                   |   |
|                                           | 7.1.1                                                               | Fuel/Reactant Operation  Expense. |   |
|                                           | 7.1.2                                                               | Fixed  Operation And Maintenance Expenses. |   |
|                                           | 7.1.3                                                               | Non-Fuel Operating  Component. |   |
|                                           | 7.1.4                                                               | Working Capital Component. |   |
|                                           | 7.1.5                                                               | Transmission Charge. |   |
|                                           | 7.1.6                                                               | Service  Fee. |   |
|                                           |                                                                |   |
| ARTICLE  8 BILLING, PAYMENTS, AND RECORDS |                                                                |
|                                           |                                                                |
| 8.1                                            | Billings  By Louisville.                                            |   |
| 8.2                                            | Payments By IMEA or  Louisville.                                    |   |
| 8.3                                            | Records.                                                            |   |
|                                           |                                                                |   |
| ARTICLE  9 TRANSMISSION SERVICE           |                                                                |
|                                           |                                                                |
| ARTICLE 10 BACKUP POWER  AND ENERGY            |                                                                |
|                                           |                                                                |
| 10.1                                           | From  Louisville.                                                   |   |
| 10.2                                           | From  Third Parties.                                                |   |
| 10.3                                           | Effective  Date of Backup Power Provision.                          |   |
|                                           |                                                                |   |
| ARTICLE 11 GENERAL  CONDITIONS                 |                                                                |
|                                           |                                                                |
| 11.1                                           | Cooperation.                                                        |   |
| 11.2                                           | Approvals.                                                          |   |
| 11.3                                           | Access.                                                             |   |
| 11.4                                           | Conditions  Precedent To Louisville’s Obligations Hereunder.   |   |
|                                           | 11.4.1                                                              | Accuracy  Of IMEA’s Representations And Warranties. |   |
|                                           | 11.4.2                                                              | Capability Of  Performance By IMEA. |   |
|                                           | 11.4.3                                                              | Opinion Of Counsel For  IMEA. |   |
|                                           | 11.4.4                                                              | Payment Of Funds By IMEA. |   |
| 11.5                                           | Conditions  Precedent To IMEA’s Obligations Hereunder.         |   |
|                                           | 11.5.1                                                              | Accuracy  Of Louisville’s Representations And Warranties. |   |
|                                           | 11.5.2                                                              | Capability Of  Performance By Louisville. |   |
|                                           | 11.5.3                                                              | Opinion Of  Counsel-For-Louisville. |   |
| 11.6                                           | Conditions  Precedent To The Respective Obligations Of The Parties. |   |
| 11.7                                           | Release From  Louisville’s Indenture(s).                       |   |
| 11.8                                           | Amendments.                                                         |   |
| 11.9                                           | LIMITED WARRANTY.                                                   |   |
| 11.10                                          | No Agency Or  Third Party Beneficiary.                              |   |
|                                           |                                                                |   |
| ARTICLE  12 TAXES                              |                                                                |
|                                           |                                                                |
| 12.1                                           | Management Of Tax Matters.                                          |   |
| 12.2                                           | Sharing or  Taxes And Related Payments.                             |   |
| 12.3                                           | Payment Of Title  Taxes And Fees.                                   |   |
| 12.4                                           | Exclusion Of Income Taxes.                                          |   |
| 12.5                                           | Non-creation Of  Taxable Entity.                                    |   |
|                                           |                                                                |   |
| ARTICLE 13  INSURANCE                          |                                                                |
|                                           |                                                                |
| 13.1                                           | Procurement Of Insurance.                                           |   |

 

iii

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|                                                                    | 13.1.1                                                                        | Sharing-Of Insurance Costs.                            |   |
|-------------------------------------------------------------------------|-------------------------------------------------------------------------------|--------------------------------------------------------|--------|
|                                                                    | 13.1.2                                                                        | IMEA Named As Insured.                                 |   |
|                                                                    | 13.1.3                                                                        | Procurement  Of Additional Insurance For IMEA.         |   |
|                                                                    | 13.1.4                                                                        | Sharing Of  Refunds From Insurance Premiums.           |   |
|                                                                    | 13.1.5                                                                        | Sharing Of Insurance  Proceeds.                        |   |
| 13.2                                                                    | Destruction.                                                                  |                                                   |
|                                                                    | 13.2.1                                                                        | Damage  Or Destruction Fully Covered By Insurance.     |   |
|                                                                    | 13.2.2                                                                        | Damage  Or Destruction Not Fully Covered By Insurance. |   |
|                                                                    |                                                                          |                                                   |
| ARTICLE  14 PARTITION OF OR TRANSFER OF INTEREST IN THIMBLE COUNTY UNIT |                                                                          |
|                                                                    |                                                                          |
| 14.1                                                                    | Special  Nature Of Trimble County Unit 1 – Waiver of Right of Partition. |                                                   |
| 14.2                                                                    | Transfer  Of Ownership Interests To Third Parties.                            |                                                   |
|                                                                    | 14.2.1                                                                        | Conditions Of Transfer.                                |   |
|                                                                    | 14.2.2                                                                        | Further Conditions Of  Transfer.                       |   |
|                                                                    | 14.2.3                                                                        | Non-applicability  Of Certain Provisions.              |   |
| 14.3                                                                    | Transfer  of Associated Rights and Interests.                                 |                                                   |
|                                                                    |                                                                          |                                                   |
| ARTICLE 15  RIGHT OF FIRST REFUSAL                                      |                                                                          |
|                                                                    |                                                                          |
| ARTICLE  16 ASSIGNMENT                                                  |                                                                          |
|                                                                    |                                                                          |
| 16.1                                                                    | Limitation Of  Assignability.                                                 |                                                   |
| 16.2                                                                    | Successors And Assigns.                                                       |                                                   |
|                                                                    |                                                                          |                                                   |
| ARTICLE  17 LIABILITY AND DEFAULT                                       |                                                                          |
|                                                                    |                                                                          |
| 17.1                                                                    | Liability To Third Parties.                                                   |                                                   |
| 17.2                                                                    | Liability Between The  Parties.                                               |                                                   |
| 17.3                                                                    | Indemnification.                                                              |                                                   |
| 17.4                                                                    | Nature  And Survival Of Representations And Warranties.                       |                                                   |
| 17.5                                                                    | Default.                                                                      |                                                   |
|                                                                    | 17.5.1                                                                        | Events Of Default.                                     |   |
|                                                                    | 17.5.2                                                                        | Curing  Default in Regard To Paring Money.             |   |
|                                                                    | 17.5.3                                                                        | Curing  Default For Other Than Failure To Pay Money.   |   |
|                                                                    | 17.5.4                                                                        | Non-Applicability  of Cure Provisions.                 |   |
|                                                                    | 17.5.5                                                                        | Appointment Of A Receiver.                             |   |
|                                                                    | 17.5.6                                                                        | Additional Obligations.                                |   |
|                                                                    | 17.5.7                                                                        | Waivers.                                               |   |
|                                                                    | 17.5.8                                                                        | Legal And Other Costs.                                 |   |
| 17.6                                                                    | Force  Majeure.                                                               |                                                   |
|                                                                    |                                                                          |                                                   |
| ARTICLE  18 ADMINISTRATION                                              |                                                                          |
|                                                                    |                                                                          |
| 18.1                                                                    | Coordination Committee.                                                       |                                                   |
| 18.2                                                                    | Membership.                                                                   |                                                   |
| 18.3                                                                    | Meetings.                                                                     |                                                   |
| 18.4                                                                    | Functions.                                                                    |                                                   |
| 18.5                                                                    | Records.                                                                      |                                                   |
| 18.6                                                                    | Expenses.                                                                     |                                                   |
| 18.7                                                                    | Conduct.                                                                      |                                                   |
|                                                                    |                                                                          |                                                   |
| ARTICLE 19  DISAGREEMENT                                                |                                                                          |

 

iv

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| 19.1                             | Consultation.                             |   |
|----------------------------------|-------------------------------------------|--------|
| 19.2                             | Disagreement  After Commercial Operation. |   |
| 19.3                             | Arbitration.                              |   |
| 19.4                             | Obligations To Make  Payments.            |   |
|                             |                                      |   |
| ARTICLE  20 REMEDIES             |                                      |
|                             |                                      |
| 20.1                             | All Remedies - Setoff.                    |   |
| 20.2                             | Injunctive Relief.                        |   |
| 20.3                             | No Remedy Exclusive.                      |   |
| 20.4                             | 20.4                                      |   |
|                             |                                      |   |
| ARTICLE 21  MISCELLANEOUS        |                                      |
|                             |                                      |
| 21.1                             | Governing  Law.                           |   |
| 21.2                             | Notice To Parties.                        |   |
| 21.3                             | Article  Headings Not To Affect Meaning.  |   |
| 21.4                             | Counterparts.                             |   |
| 21.5                             | Time.                                     |   |
| 21.6                             | Severability.                             |   |
| 21.7                             | Integration.                              |   |
| 21.8                             | Computation Of Time.                      |   |
| 21.9                             | Waiver.                                   |   |
| 21.10                            | Equal Opportunity Clause.                 |   |
| 21.11                            | Non-Segregated Facilities.                |   |
| 21.12                            | Condemnation.                             |   |
|                             |                                      |   |
| ARTICLE  22 TERM AND TERMINATION |                                      |
|                             |                                      |
| 22.1                             | Termination.                              |   |
| 22.2                             | Retirement Of Property.                   |   |
| 22.3                             | Retirement Costs.                         |   |

#  

v

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# **ARTICLE 1**

# **DEFINITIONS**

#  

## 1.1                                 Agreed Rate.

##  

Two(2) percent per annum above the published prime commercial lending rateestablished from time to time by Chase Manhattan Bank, New York, New York.

 

## 1.2                                 Agreement

##  

ThisParticipation Agreement between Louisville and IMEA dated as of September 24,1990.

 

## 1.3                                 Capacity Factor.

##  

Theratio of the actual net electric energy generated by Trimble County Unit I in aperiod of time to the maximum net electric energy that could be generated bythe same unit in the same period of time if such unit operated uninterrupted atits Net Seasonal Capability rating.

 

## 1.4                                 Closing.

##  

Thedelivery of documents and certificates and the payment of money as provided inArticle 3a

 

## 1.5                                 Commercial Operation Date.

##  

Thedate on which Trimble County Unit 1 is determined by Louisville to be reliableas a source of electric capacity and energy. In the absence of a Force Majeurecondition, the Commercial Operation Date shall be no later than December 31,1990. Such determination shall be made by Louisville in the same manner as iscustomary for Louisville in determining the commercial operation date of any ofits other fossil fuel-fired steam electric generating units.

 

## 1.6                                 Construction Work.

##  

Allengineering, design, contract preparation, purchasing (of equipment, materials,and supplies), construction, supervision, expediting, inspection, accounting,testing and start-up for the Trimble County Plant and preparation of operatingand equipment manuals, quality assurance manuals, emergency action plans, allreports required by regulatory authorities and the conduct of hearings and allother activities incidental to obtaining requisite permits, licenses, andcertificates for the construction and operation of the Trimble County Plantprior to the Commercial Operation Date of Trimble County Unit 1 in accordancewith Electric Plant Instruction No. 3, Components of Construction Cost. UniformSystem of Accounts. Construction Work, as used in Article 15 hereof, shallrefer to the categories of costs and expenses set forth above, which relate tothe unit to be constructed referenced in Article 15.

 

## 1.7                                 Coordination Committee.

##  

Thecommittee established pursuant to Article 18 hereof.

 

----

 

## 1.8                                 Delivery Points.

##  

Theinterconnection points of Louisville’s system with the utility or utilitieswith which IMEA has contracted for transmission service to transmit power fromLouisville to IMEA.

 

## 1.9                                 Effective Date.

##  

Seedefinition for Execution Date.

 

## 1.10                           Electric Capability.

##  

Megawatts(MW) of electric demand.

 

# 1.11                           ElectricEnergy.

##  

Megawatt-hours(MWH) of electric energy.

 

## 1.12                           Electric Capability And Energy.

##  

ElectricCapability and associated Electric Energy.

 

## 1.13                           Electric Capability And Energy Entitlement.

##  

Thepercentage of the Net Electric Generating Capability and Associated Electric Energyof Trimble County Unit 1 to which Louisville or IMEA, as the case may be, isentitled under Article 54 of this Agreement.

 

## 1.14                           Execution Date.

##  

Thedate upon which the Parties entered into this Agreement, which appears at thebeginning of this Agreement. Unless otherwise specified, the Effective Dateshall be the Execution Date.

 

## 1.15                           Fixed Operation and Maintenance Expenses.

##  

TheFixed Operation and Maintenance Expenses are calculated as the sum of thefollowing expenses as they relate to the operation and maintenance of TrimbleCounty Unit 1, Trimble County General Plant Facilities (as such pertain toTrimble County Unit 1), and the Trimble County Site (as such pertain to TrimbleCounty Unit 1), as recorded in Louisville’s accounting records under theUniform System of Accounts:

 

(a)                                  Operation supervision and engineering(Account 500).

 

(b)                                 Steam expenses (Account 502 except forscrubber reactant).

 

(c)                                  Electric expenses (Account 505)

 

(d)                                 Miscellaneous steam power expenses (Account506).

 

(e)                                  Rents (Account 507).

 

2

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(f)                                    Maintenance of electric plant (Account 513).

 

(g)                                 Maintenance of miscellaneous steam plant(Account 514).

 

## 1.16                           Force Majeure.

##  

Anycause beyond the reasonable control of a Party, and which by reasonable effortsthe Party is unable to overcome, including without limitation, thefollowing:  acts of God; strikes,lockouts, or other industrial disturbances; acts of public enemies; acts,orders, or absence of necessary orders and permits of any kind, from thegovernment of the United States, or from the government of one of its sovereignstates, or any of their departments, agencies, or officials, or from any civilor military authority; insurrections; riots; delay in transportation; unforeseensoil conditions; equipment, material, supplies, labor or machinery shortages;epidemics; landslides; lightning; earthquakes; fire; hurricanes; tornadoes;storms; floods; washouts; droughts; arrest; war; civil disturbances;explosions; breakage or accident to machinery, equipment, transmission lines,pipes, or canals; partial or entire failure of utility service; breach ofcontract by any supplier, contractor, subcontractor, laborer, or materialman;sabotage; injunction; blight; famine; blockage; quarantine; or any othersimilar or dissimilar cause or event not reasonably with the control of theParty.  Force Majeure does not includefinancial inability to pay, and shall not, in any event, excuse payment forobligations already incurred hereunder at the time such claim is made.

 

## 1.17                           Fuel/Reactant Operation Expenses.

##  

Thefuel/reactant operation expenses are calculated as the sum of the followingexpenses as recorded in Louisville’s accounting records under the UniformSystem of Accounts:

 

(a)                                  Fuel (Account 501).

 

(b)                                 Scrubber reactant expenses in Steam Expenses(Account 502).

 

## 1.18                           Good Utility Practice.

##  

Ata particular time, any of the practices, methods, and acts, which, in theexercise of reasonable judgement in the light of the facts known at the timethe decision was made, would have been expected to accomplish the desiredresult or further the possibility of achieving such result, at a reasonablecost consistent with reliability and safety and all applicable laws andgovernmental rules, regulations, and orders pertaining to Trimble County PlantSuch practices, methods, and acts shall include, but shall not be limited to,any of the practices, methods, and acts engaged in or approved by other membersof the electric utility industry at, prior to, or subsequent to the time thedecision was made Good Utility Practice is not intended to be limited to theoptimum practice, method, or act to the exclusion of all others, but rather tobe a number of possible practices, methods, or acts.

 

## 1.19                           Incremental Capital Assets.

##  

Allassets of the Trimble County Plant pertaining to the use of Trimble County Unit1 which are not included in Accounts 101, 106, or 107 of the Uniform System ofAccounts on the Commercial Operation Date, or such later date as is necessary tocomplete the original construction of Trimble County Unit 1 and the TrimbleCounty General Plant Facilities and the Trimble County Site as they pertain tothe Trimble County Unit l.

 

3

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## 1.20                           Insurance.

##  

Policiesof insurance of any type procured and maintained, including any self-insurancemaintained by Louisville or jointly by the Parties, relating to Trimble CountyUnit 1 on and after its Commercial Operation Date, in accordance with Article13 hereof.

 

## 1.21                           Interchange Agreement.

##  

Theagreement between Louisville and IMEA, as such agreement may be amended fromtime to time, providing for purchases and sales of electric capacity and energybetween the Parties, and specifying the rates to be charged for suchtransactions as filed with the Federal Energy Regulatory Commission (“FERC”).

 

## 1.22                           Internal Load.

##  

Aggregateelectric demand of all retail consumers served, including those served undernon-firm (interruptible) rate schedules, and associated transmission anddistribution losses.

 

## 1.23                           Louisville’s Cost of Capital.

##  

Anamount determined by the weighted average cost of capital based on Louisville’scapital structure at the end of the prior month, including short-term debt,long-term debt, preferred stock, and common equity. The cost rates forshort-term debt, long-term debt, and preferred stock shall be determined basedon the average embedded cost at the end of the prior month.  The cost of common equity shall be based uponthe rate of return on common equity allowed by the Kentucky Public ServiceCommission, or its successor, by its Order in Louisville’s last general ratecase.

 

## 1.24                           Municipal System.

##  

Amunicipality in Illinois which now or hereafter is a member of IMEA.

 

## 1.25                           Net Electric Generating Capability AndAssociated Electric Energy.

##  

Themaximum continuous ability of Trimble County Unit 1 to produce power which canbe available at any particular time, less any power required for operation ofthe unit, taking into account all relevant conditions and factors affecting orlimiting the capability of the unit to produce power at such time, including,without limitation, availability and quality of fuel, any mechanical or otherdefects, breakdowns, malfunctions, or environmental and permit limitations thenexisting.

 

## 1.26                           Net Seasonal Capability.

##  

Thesteady hourly output, less auxiliary usage, which generating equipment isexpected to produce under ideal conditions, and adjusted due to seasonalvariations in ambient temperature, condensing water availability and/ortemperature, reservoir levels, scheduled reservoir discharge, river flow head,etc. Such output shall be declared on a monthly basis and determined accordingto testing criteria defined in the East Central Area Reliability CoordinationAgreement’s Document No. 4 entitled, ~Criteria and Method For the UniformRating of Generating Equipment.

 

4

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## 1.27                           Operating Work.

##  

Allengineering, contract preparation, purchasing, repair, supervision, recruitment,training, expediting, inspection, accounting, testing, protection, operating,management, maintenance, and all other work and activities associated withoperating Trimble County Unit 1 which are not included in Construction Work,but excluding all work on any Incremental Capital Assets.

 

## 1.28                           Participant.

##  

AMunicipal System which has a power sales contract with IMEA.

 

## 1.29                           Representative.

##  

AParty’s member of the Coordination Committee as set forth in Article 18 of thisAgreement.

 

## 1.30                           Trimble County General Plant Facilities.

##  

Facilitieson the Trimble County Site, excluding those in which an interest is conveyed asidentified in Appendix B, which are necessary for use by IMEA with respect toits proportional ownership of Trimble County Unit I, for which IMEA shall havea non-exclusive license, substantially in the form shown in Appendix C, to useconsistent with its ownership interests. Ownership in such facilities is notconveyed to IMEA hereunder. Such facilities are identified in Appendix C hereto,and in the absence of other units at the Trimble County Site, all suchfacilities shall be considered to pertain to the use of Trimble County Unit I.

 

## 1.31                           TrimbleCounty Plant.

##  

Thegenerating plant at a site along the Ohio River at Wises Landing in TrimbleCounty, Kentucky, which plant currently consists of a single coal-fired steamelectric generating unit of 495,000 kilowatts nearing completion, and includesTrimble County Unit 1, the Trimble County General Plant Facilities, and theTrimble County Site.

 

## 1.32                           TrimbleCounty Site.

##  

Certainland, consisting of approximately 2,200 acres, and certain rights in land ownedby Louisville, including the land on which Trimble County Unit 1 is constructedand including that portion of the land underlying Trimble County Unit 1 whichis conveyed to IMEA under Article 22 hereof. In the absence of other units atthe Trimble County Site, all such land shall be considered to pertain to theuse of Trimble County Unit 1.

 

## 1.33                           TrimbleCounty Unit 1.

##  

The495,000 kilowatt unit currently nearing completion at the Trimble County Site,consisting of the property set forth in Appendix B hereto.

 

## 1.34                           UniformSystem Of Accounts.

##  

TheFERC’s ‘Uniform System of Accounts Prescribed for Public Utilities andLicensees (Class A and Class B)’, in effect as of the date of this Agreement,as such Uniform System of

 

5

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Accountsmay be modified from time to time. References in this Agreement to any specificaccount number shall mean the account number in effect as of the Execution Dateof this Agreement or any successor account.

 

# **ARTICLE 2**

# **OWNERSHIP INTEREST AND SALE**

#  

## 2.1                                 OwnershipInterests.

##  

TrimbleCounty Unit 1 shall be owned by the Parties as tenants in common. The undividedownership interest of each Party in Trimble County Unit 1 shall be free andclear of the lien of any indenture of mortgage, deed of trust, bond resolution,or other instrument (hereinafter called ‘indenture’) establishing a lien uponsome or all of the property of the other Party. The undivided ownershipinterests of Louisville and IMEA in Trimble County Unit 1 shall be 87.88 and12a12 percent, respectively. Trimble County Unit 1 is more specificallydescribed in Appendix B attached hereto which may be revised from time to timein accordance with this Agreement. Louisville shall retain full ownership ofthe Trimble County General Plant Facilities as described in Appendix C attachedhereto, subject to the non-exclusive license granted to IMEA hereunderLouisville shall retain full ownership of the Trimble County Site except forthat portion of the Trimble County Site conveyed to IMEA pursuant to Article2.2, and subject to the reciprocal easements over the Trimble County Siteconveyed to and by Louisville and IMEA.

 

Itis recognized by the Parties, however, that various items of property includedin Trimble County Unit 1 may be leased from others in lieu of purchasing suchitems of property. Nothing in this Agreement shall preclude the Parties fromleasing such items of property.  Suchleased property shall be held by the Parties in an undivided ownership astenants in common.

 

## 2.2                                 Sale Of Property Included In Trimble County Unit 1.

##  

Atthe Closing Louisville shall sell and convey to IMEA, and IMEA shall purchasefrom Louisville, a 12a12 percent undivided ownership interest as a tenant incommon in Trimble County Unit 1 as set forth in Appendix B Such conveyanceshall be by Bill of Sale substantially in the form shown in Appendix A attachedhereto and made a part hereof.

 

Louisvilleshall further convey to IMEA by general warranty deed, substantially in theform shown in Appendix E, an undivided ownership interest in 12.12 percent ofthat portion of the real estate constituting the Trimble County Site underlyingTrimble County Unit 1 to be held as tenants in common.

 

Louisvilleshall further grant to IMEA a non-exclusive license, substantially in the formshown in Appendix C, to use the Trimble County General Plant Facilities and anon-exclusive easement, substantially In the form shown in Appendix F, overthat portion of the Trimble County Site owned by Louisville, as the TrimbleCounty General Plant Facilities and the Trimble County Site pertain to IMEA’suse of Trimble County Unit 1. IMEA shall grant to Louisville an easement,substantially in the form shown in Appendix G, over IMEA’s interest in theTrimble County Site.

 

Further,after the Closing, the Parties shall execute such other instruments, if any, asmay be necessary or appropriate to confirm the respective rights and interestsof the Parties hereunder and to maintain their respective ownership interests.

 

6

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## 2.3                                 Release From Lien Of Louisville’s Indenture.

##  

Atthe Closing, Louisville shall furnish to IMEA a properly executed release ofthat portion of the property being conveyed to IMEA at the Closing from thelien of any and all indentures.

 

## 2.4                                 Closing.

##  

TheClosing shall be held in accordance with the provisions of Article 3.

 

## 2.5                                 AdditionalGenerating Units.

##  

Subjectto Article 15 hereof, Louisville shall have the sole and exclusive right toown, install, enlarge, modify, and operate any generating unit or units otherthan Trimble County Unit 1, as well as any other facility, including necessaryappurtenances thereto, on the Trimble County Site, provided that such otherunits or facilities shall net be so installed enlarged, modified, ad operatedas the case may be, as to unreasonably impair (economically or operationally)the operation of Trimble County Unit 1.

 

## 2.6                                 ModificationOf Existing Property.

##  

Subjectto the approval of the Coordination Committee, and in accordance with the termsof this Agreement, Louisville shall have the right to use, enlarge, modify, orrelocate any facilities installed as ‘a part of Trimble County Unit 1 orTrimble County General Plant Facilities in connection with the Installation,enlargement, modification, or operation, as the case may be, of such other unitor units or facilities provided that:

 

(a)                                  such use, enlargement, modification, orrelocation of Trimble County Unit 1 facilities or Trimble County General PlantFacilities shall not unreasonably impair (economically or operationally) theoperation of Trimble County Unit I; and

 

(b)                                 the cost of such use, enlargement,modification, or relocation of Trimble County Unit 1 facilities or TrimbleCounty General Plant Facilities, in connection with such other unit or units orfacilities, shall be borne by Louisville (except that if such use, enlargement,modification, or relocation of Trimble County Unit 1 facilities or TrimbleCounty General Plant Facilities is in connection with the installation,enlargement, modification, or operation of any additional unit or units orfacilities which are owned or to be owned by the Parties in common, then thecost of such use, enlargement, modification, or relocation of said TrimbleCounty Unit 1 facilities or Trimble County General Plant Facilities shall beshared by the Parties in proportion to their respective ownership Interests Insuch additional unit or units or facilities); and

 

(c)                                  such action shall not enlarge or diminish therespective ownership interests of the Parties In any part of Trimble CountyUnit I; and

 

(d)                                 such action shall not enlarge or diminishtheir respective obligations to share In the costs of any part of TrimbleCounty Unit 1; and.

 

(e)                                  further, when modification of existingproperty and rights requires revisions to existing documents setting forth therespective rights and interests of the Parties, or where new

 

7

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conveyancesare required to properly effectuate the modifications to property and rightsmade hereunder, the Parties apse to cooperate to promptly execute and deliversuch documents.

 

# **ARTICLE 3**

# **PURCHASE, PAYMENT, AND CLOSING**

#  

## 3.1                                 PurchasePrice.

##  

Thepurchase price for IMEA’s 12.12 percent undivided ownership interest in TrimbleCounty Unit 1 shall be $94,164,428.00 (‘Purchase Price’), paid as follows:

 

# 3.2                                 Deposit.

##  

IMEAshall deposit $250,000 in the form of a cashier’s check (“Escrow”) with EscrowHolder (an independent financial institution selected by Louisville)immediately upon execution of this Agreement (“Deposit No. 1”)

 

## 3.3                                 Final Payment.

##  

AtClosing IMEA will pay, in immediately available funds, the balance due on thePurchase Price after application of all cash deposits previously made (‘FinalPayment’). Interest which has accrued on all cash deposits shall be applied infavor of IMEA at Closing toward the balance due on the Purchase Price

 

# 3.4                                 Closing.

##  

## 3.5                                 Date And Place.

##  

Providedthat the conditions in Article 3.4 hereof have been fulfilled, Closing shalloccur on or before the Commercial Operation Date (except as otherwise providedin Article 3.3 hereof), at such location as may be selected by the Parties, on amutually acceptable date to be determined by the Parties. Not less than ten(10) days prior to the date on which the Commercial Operation Date is scheduledto occur, Louisville shall give IMEA notice thereof.

 

## 3.6                                 Delivery Of Documents. Certificates. And Funds.

##  

Atthe Closing, Louisville shall deliver to IMEA the Bill of Sale, deed, easement,license, the release of any and all indentures of the ownership interest inTrimble County Unit 1 to be conveyed to IMEA hereunder at the Closing from thelien of such indenture(s), and all certificates and evidences ofauthorizations, approvals, and documents as provided for herein. IMEA shalldeliver to Louisville the Final Payment, to be paid at the Closing, inimmediately available funds and all certificates, easements, and evidences ofauthorizations, approvals, and documents as provided for herein.

 

## 3.7                                 ExtensionOf Time For Closing.

##  

IMEAmay extend the date for Closing (as set forth in Article3.2.1    above) a maximum of ninety (90) additional days,if and only if IMEA deposits with Escrow Holder an additional $500,000

 

8

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inthe form of a cashier’s check (‘Deposit No. 2’), which shall be held in Escrowalong with Deposit No. 1. Upon the Closing, Deposit No. 2, including interestaccrued thereon, shall be applied toward the Final Payment.

 

## 3.8                                 SpecialConditions.

##  

IMEA’sobligation to complete the transaction as contemplated in this Article shall besubject to the fulfillment, prior to Closing, of each of the following specialconditions:

 

(a)                                  IMEA shall have obtained entitlement orcontractual ~ authority and any required regulatory approval for the use ofsuch transmission system or systems as are necessary to transmit power andenergy from the Delivery Points to IMEA.

 

(b)                                 IMEA shall have issued and sold tax-exemptbonds sufficient in amount to pay for any and all sums due to be paid by IMEAto Louisville at Closing.

 

(c)                                  The Parties shall have executed theInterchange Agreement.

 

IMEAshall endeavor in good faith to fulfill each of these special conditions assoon as reasonably practicable. IMEA shall regularly report on its progress toLouisville. Louisville shall endeavor in good faith to conclude and execute theInterchange Agreement.

 

ShouldIMEA fail or be unable to close by Closing, or by such time as Closing may beextended pursuant to Article 3.3 hereof, due to Its inability to meet thesespecial conditions, the Agreement shall terminate without penalty to eitherParty.

 

## 3.9                                 LiquidatedDamages.

##  

TheParties agree that in the event the Escrow is terminated by reason of anydefault of IMEA, then Louisville shall be released from any and all obligationsto IMEA under this Agreement. Furthermore, IMEA and Louisville agree that insuch event, the amount of damages that Louisville will suffer will beimpractical or extremely difficult to determine, and that, therefore, (1) inthe event default occurs and IMEA has not extended the time for Closingpursuant to Article 3.3 above, Louisville shall receive Deposit No. I and theinterest which is accrued thereon, as liquidated damages, which shall be itssole and exclusive remedy; or (2) in the event default occurs and IMEA has.extended the time for Closing pursuant to Article 3.3 above, Louisville shallreceive Deposit No. I and the interest which has accrued thereon ~ and DepositNo. 2 and the interest which has accrued thereon as liquidated damages, thetotal of which shall be its sole and exclusive remedy. Furthermore, in theevent of such default, Escrow Holder is irrevocably authorized and instructedto release and pay said deposit or deposits, including all interest accruedthereon, to Louisville.

 

## 3.10                           ContinuedMarketing By Louisville.

##  

IMEAunderstands and acknowledges that Louisville may be subject to certain risksand opportunity costs should Closing not occur. IMEA shall undertake to keepLouisville promptly and adequately informed of its efforts and progress towardsatisfying the conditions set forth in Article 3.4 above, as well as any event,situation, or occurrence which could adversely affect IMEA’s ability ordecision to close as scheduled. In this regard, IMEA shall regularly, no lessfrequently than monthly, report on its efforts and progress, and shall declareits intention to close as scheduled.

 

9

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Exceptas otherwise specifically provided in this Agreement, IMEA also understands andacknowledges that Louisville, in its sole discretion, reserves the right tosell prior to and subsequent to the Closing, all or any portion of TrimbleCounty Unit 1 or the output thereof, including the Trimble County General PlantFacilities and the Trimble County Site, other than the portion to be conveyedto IMEA hereunder.

 

## 3.11                           Termination If Closing Does Not Occur.

##  

ShouldClosing not occur at the time set for Closing under Articles 3.2.1 or 3.3, asthe case may be, due to any default or failure to satisfy any condition orcontingency by IMEA, this Agreement shall immediately terminate with Louisvillehaving no further obligation or liability hereunder.  In such event, IMEA shall remain pursuant toArticle 3.5.

 

# **ARTICLE 4**

# **REPRESENTATIONS, WARRANTIES, ANDMUTUAL COVENANTS**

#  

## 4.1                                 IMEARepresentations.

##  

IMEAhereby represents and warrants to Louisville as follows:

 

## 4.2                                 IMEA Organization.

##  

IMEAis a body politic and corporate duly organized, validly existing and in goodstanding under the laws of the State of Illinois, has the full power, legalcapacity, and authority to enter into this Agreement and related agreements,and to carry out the transactions contemplated by this Agreement, and to carryon its business as it is now being conducted and as it is contemplated to beconducted after the Closing. IMEA has delivered to Louisville on or before theClosing a true and complete copy of its Agency Agreement and By-Laws as amendedto date.

 

## 4.3                                 Authority Relative To This Agreement.

##  

Theexecution, delivery, and performance by IMEA of this Agreement have been dulyauthorized by all necessary corporate action on the part of IMEA, and theexecution, delivery, and performance by IMEA of the Interchange Agreement willhave been duly authorized by all necessary corporate action on the part of IMEAprior to Closing. The execution, delivery, and performance by IMEA of thisAgreement and the Interchange Agreement do not contravene any law, or anygovernmental rule, regulation, or order, applicable to IMEA or its properties,or the Agency Agreement or By-Laws of IMEA and do not and will not contravenethe provisions of, or constitute a default under, any indenture, mortgage,contract, or other instrument to which IMEA is a party or by which IMEA isbound, and this Agreement constitutes a legal, valid; and binding obligation ofIMEA, enforceable in accordance with its terms, except as limited by applicablebankruptcy, insolvency, reorganization, or similar laws at the time in effect.

 

## 4.4                                 ApprovalsAnd Consents.

##  

Anyconsent or approval of, giving of notice to, registration with, or taking ofany other action by any state, federal, or other governmental commission,agency, or regulatory authority including, without limitation, the IllinoisCommerce Commission, the Federal Energy Regulatory Commission, and theSecurities and Exchange Commission, in connection with the execution,

 

10

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delivery,and performance of this Agreement and the Interchange Agreement required to beobtained by IMEA on or before the Closing will have been obtained by theClosing.

 

## 4.5                                 LegalProceedings.

##  

Thereis no materially adverse legal action, suit, arbitration, governmentalinvestigation, or other legal or administrative proceeding, or any order,decree, or judgement in progress, pending or in effect, or to the knowledge ofIMEA threatened against or relating to IMEA in connection with or relating tothe transactions contemplated by this Agreement, and IMEA does not know or haveany reason to be aware of any basis for the same.

 

## 4.6                                 LouisvilleRepresentations.

##  

Louisvillehereby represents and warrants to IMEA as follows:

 

## 4.7                                 LouisvilleOrganization.

##  

Louisvilleis a corporation duly organized and validly existing under the laws of theCommonwealth of Kentucky, and has corporate power to carry on its business asit is now being conducted and as it is contemplated to be conducted after theClosing. Louisville has delivered to IMEA on or before the Closing a true andcomplete copy of its Articles of Incorporation and By-Laws as amended to date.

 

## 4.8                                 Authority Relative To This Agreement.

##  

Theexecution, delivery, and performance by Louisville of this Agreement and theInterchange Agreement have been duly authorized, or by Closing, will beratified by all necessary corporate action on the part of Louisville, do notcontravene any law, or any governmental rule, regulation, or order, applicableto Louisville or its properties, or the Articles of Incorporation or By-Laws ofLouisville and do not and will not contravene the provisions of, or constitutea default under, any indenture, mortgage, contract, or other instrument towhich Louisville is a party or by which Louisville is bound, and this Agreementconstitutes a legal, valid, and binding obligation of Louisville, enforceablein accordance with its terms, except as limited by applicable bankruptcy,insolvency, reorganization, or similar laws at the time in effect.

 

## 4.9                                 ApprovalsAnd Consents.

##  

Anyconsent or approval of~, giving of notice to, registration with, or taking ofany other action by any state, federal, or other governmental commission,agency, or regulatory authority including, without limitation, the KentuckyPublic Service Commission, the Federal Energy Regulatory Commission, and theSecurities and Exchange Commission, in connection with the execution, delivery,and performance of this Agreement and the Interchange Agreement required to beobtained by Louisville on or before the Closing will have been obtained by theClosing.

 

## 4.10                           Legal Title.

##  

Louisvillehas good and marketable title to the assets conveyed to IMEA free and clear ofall liens, except easements, restrictions, and stipulations of record, and thelien of current real property taxes not delinquent. Within two weeks of theExecution Date, Louisville shall provide to IMEA a

 

11

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listof all easements, restrictions, and stipulations of record. Within thirty daysthereafter, IMEA shall consent to such easements, restrictions, andstipulations of record, which consent shall not unreasonably be withheld, if itreasonably determines that the easements, restrictions, and stipulations ofrecord will not adversely affect the marketability of said title. Should IMEAreasonably refuse to consent to any such easement, restriction, or stipulationof record, Louisville, at its option and at its expense, may (i) remove sucheasement, restriction, or stipulation of record from the property, or (ii)remove the limiting language ‘except easements, restrictions, or stipulationsof record’ from the representation of good and marketable title in thisArticle, and convey good and marketable title subject only to current taxes notdelinquent, or (iii) purchase standard form title insurance with respect to thereal estate to be conveyed herein in favor of IMEA, which title insurance, ifobtainable, will insure over any easement, restriction, or stipulation ofrecord adversely affecting marketability of said title, reasonably objected toby IMEA. If title insurance is obtained under this provision in favor of IMEA,Louisville shall be responsible for the cost of such title insurance covering thereal estate conveyed to IMEA, up to a maximum of $5000.00, with IMEA beingresponsible for the cost of such Insurance above $5000.00.

 

## 4.11                           Conditionof Plant and Equipment.

##  

Asof the Commercial Operation Date, the portions of the Trimble County Plantpertaining to Trimble County Unit 1 are capable of full operation, according totheir design and specifications, and all applicable performance tests forTrimble County Unit 1 and the Trimble County General Plant Facilities have beencompleted satisfactorily, except as set forth in a certificate in the formattached as Appendix H hereto, which certificate shall be delivered byLouisville to IMEA at Closing. Louisville shall act with reasonable dispatch tosatisfactorily complete, at its expense, all uncompleted work and performancetests set forth in the certificate.

 

## 4.12                           LegalProceedings.

##  

Thereis no materially adverse legal action, suit, arbitration, governmentalinvestigation, or other legal or administrative proceeding, or any order,decree, or judgement in progress, pending or in effect, or to the knowledge ofLouisville threatened against or relating to• Louisville in connection with orrelating to the transactions contemplated by this Agreement, and Louisvilledoes not know or have any reason to be aware of any basis for the same.

 

# **ARTICLE 5**

# **OPERATING ARRANGEMENTS**

#  

## 5.1                                 Authority For Operation And Management.

##  

Subjectto any directions from the Coordination Committee, Louisville shall have soleauthority to manage, control, maintain, and operate (including dispatch)Trimble County Unit I for the benefit of each Party’s respective interest andLouisville shall take all steps which it deems necessary or appropriate forthat purpose. Louisville shall discharge such authority in accordance with GoodUtility Practice and the other provisions. of this Agreement.

 

## 5.2                                 Scheduling And Dispatching Of Electric Generation.

##  

WhenTrimble County Unit I is in operational service, IMEA shall have the right toschedule, subject to the scheduling provisions herein, all, or any part that isfive (5) megawatts or greater, of its

 

12

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ElectricCapability and Energy Entitlement in Trimble County Unit I (or as such ElectricCapability and Energy Entitlement may be modified herein); provided, thatduring periods when Trimble County Unit 1 is being operated at minimumgeneration, IMEA, unless otherwise agreed to by Louisville, shall not scheduleless than what its Electric Capability and Energy Entitlement in Trimble CountyUnit 1 would have been had the Net Electric Generating Capability andAssociated Electric Energy of Trimble County Unit 1 been restricted to suchminimum generation. Louisville shall promptly notify IMEA of any significantchange in the Net Electric Generating Capability of Trimble County Unit 1. Asused in this paragraph, the term ‘minimum generation’ means the Net ElectricGenerating Capability level below which Trimble County Unit 1 cannot operate ina stable manner and must be shut down.

 

Louisvilleand IMEA shall each be entitled to dispose of their respective ElectricCapability and Energy Entitlement through scheduled transactions with otherelectric utilities in a manner consistent with Good Utility Practice.

 

IMEAshall schedule Electric Energy to be delivered pursuant to this Agreement priorto 12:00 noon E.S.T. of the day prior to delivery; provided that, forSaturdays, Sundays, Mondays, and holidays recognized by Louisville, IMEA shallschedule the Electric Energy prior to 12:00 noon E.S.T. on the last normal workday prior to the weekend or holiday. Schedules shall be subject to change after12:00 noon E.S.T. of the applicable day on which the schedule is submitted onlyupon the mutual consent of the Parties, but Louisville shall make everyreasonable effort to accommodate changes in the schedules. Prior to eachcalendar year, Louisville shall notify IMEA of the holidays to be recognized byLouisville for that year. In the event Louisville fails to provide such notice,the said holidays shall be the same as for the prior year.

 

Louisvillewill provide to IMEA, by 9:00 A.M. each day, the Net Electric GeneratingCapability expected for the next day; provided that, for Saturdays, Sundays,Mondays, and holidays recognized by Louisville, Louisville will provide thisinformation on the last normal work day prior to the weekend or holiday. \t alltimes, Louisville will Immediately Inform IMEA of any increase or decrease inunit Net Electric Generating Capability that will or may occur, or anysuspected conditions that could cause such change.

 

Atany time IMEA is not requesting, for any reason, including a claim by IMEA ofForce Majeure, the maximum amount of Net Electric Generating Capabilityavailable to it from Trimble County Unit 1, Louisville shall have the right toutilize, for its own use, all or any part of the Electric Energy associatedwith such unused Net Electric Generating Capability. When so utilized, theenergy consumed by Louisville shall be referred to as ‘Banked Energy.’ At afuture date, IMEA shall be entitled to request, in accordance with thescheduling provisions of Article 5.2, Electric Energy associated with the NetElectric Generating Capability from Louisville’s portion of Trimble County Unit1 in an amount equal to all or any portion of the then-current balance ofBanked Energy due to IMEA. Louisville shall be obligated to supply therequested amount of IMEA’s Banked Energy unless, pursuant to guidelinesestablished by the Coordination Committee, conditions are unsuitable to do so.Pursuant to procedures and guidelines established by the CoordinationCommittee, the balance of Banked Energy owed to IMEA shall be periodicallyreturned to zero. When Banked Energy is used by Louisville or returned to IMEA,the Fuel/Reactant Operation Expenses for the Electric Energy associatedtherewith shall be assumed by the Party using such Electric Energy. Louisvilleshall maintain records adequate to determine the transactions related to, andbalances of, Banked Energy.

 

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Louisvilleshall submit to IMEA, as far in advance as practicable, schedules showing theexpected time and duration for maintenance and repair outages of Trimble CountyUnit 1. Louisville will adjust such. schedules to accommodate IMEA’s operatingneeds, where, in Louisville’s sole judgement, it is practicable to do so,consistent with Good Utility Practice. Should IMEA desire a schedule formaintenance and repair outages which Louisville believes is impracticable, IMEAshall be entitled to raise the scheduling issue with the CoordinationCommittee.

 

## 5.3                                 Economic Replacement of Trimble County Unit 1 Energy.

##  

Inthe event, and only in the event, Louisville voluntarily ceases to operateTrimble County Unit I solely because of the availability of Electric Energy toLouisville from other sources, the cost of which is projected to be lower thanwhat the cost of Fuel/Reactant Operation Expenses of Electric Energy generatedby Trimble County Unit 1 would be during the period of such cessation in operation,Louisville shall make available to IMEA replacement Electric Energy from suchother sources during the period of such cessation in operation. The amount ofsuch replacement Electric Energy to be made available to IMEA during suchperiod shall be the amount of Electric Energy requested by IMEA during suchperiod, but not in excess of the. amount to which IMEA would have been entitledduring such period had the operation of Trimble County Unit 1 not ceased.  The per kilowatt-hour cost of such replacementElectric Energy shall be the per kilowatt-hour cost incurred by Louisville forsuch replacement Electric Energy obtained from such other sources during suchperiod.

 

## 5.4                                 Electric Capability And Energy Entitlements.

##  

Louisvilleand IMEA shall be entitled to the Net Electric Generating Capability andAssociated Electric Energy of Trimble County Unit 1 in proportion to theirrespective ownership interests in Trimble County Unit 1; however, the NetElectric Generating Capability of Trimble County Unit 1 shall not exceed theapplicable Net Seasonal Capability of Trimble County Unit 1, except undercriteria as may be established by the Coordination Committee..  These entitlements shall being with theCommercial Operation Date of Trimble County Unit 1 (or Closing, if later) andcontinue until Trimble County Unit 2 ceases to be used for the generation ofElectric Energy

 

## 5.5                                 PrecommercialEnergy.

##  

Anynet Electric Energy output from Trimble County Unit 1 prior to the CommercialOperation Date of Trimble County Unit 1 shall be classified as precommercialenergy.  Louisville shall be entitled to100 percent of such precommercial energy.

 

## 5.6                                 OperationsManagement.

##  

### 5.6.1                        Administration Of Operating Work And Incremental Capital Assets.

###  

Louisvilleshall perform all work, or execute, and enforce (including any renegotiationand settlement) all contracts, contractual obligations and arrangements forOperating Work and Incremental Capital Assets, including, without limitation,any and all warranties on equipment, facilities, materials, and servicesfurnished pursuant to any such contracts. Warranties and claims arising underthis Article shall be administered in accordance with the provisions of Article5.6.6 of this Agreement.

 

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### 5.6.2                        Purchasing Necessary Goods And Services.

###  

Louisvilleshall purchase and procure, through and from any source it may select, theequipment, apparatus, machinery, tools, services, materials and supplies, andemergency spare parts necessary for the performance of Operating Work andIncremental Capital Assets.

 

### 5.6.3                        Procurementof Fuel.

###  

Atall times, Louisville shall make necessary and reasonable efforts to maintainan adequate supply of fuel. At IMEA’s request, Louisville will receive bids or proposalsfrom suppliers of Illinois coal who wish to be considered for purchases of coalsupplies for Trimble County Unit 1. Louisville shall have no obligation toconsider any particular bid or proposal, which in Louisville’s sole judgement,is not In the best interest of the Parties when considering price, reliability,quality, and other relevant terms, conditions, and considerations.

 

### 5.6.4                        ExpenditureOf Funds.

###  

Louisvilleshall expend funds in accordance with the terms and conditions of thisAgreement.

 

### 5.6.5                        Insurance.

###  

Louisvilleshall arrange for the placement and maintenance of Insurance, as providedherein in Article 13.

 

### 5.6.6                        Enforcement Of Claims Against Third Parties.

###  

Louisvilleshall present and prosecute known claims against third parties, including butnot limited to claims against insurers and indemnitors providing Insurance orindemnities with respect to any loss of or damage to any property of TrimbleCounty Unit 1, or the Trimble

 

CountyGeneral Plant Facilities or the Trimble County Site as they pertain to TrimbleCounty Unit 1, or any interest of the Parties pertaining thereto, and withrespect to any liability of Louisville or IMEA to third parties covered byInsurance or indemnity agreement. To the extent that such loss, damage, or liabilityis not covered by Insurance or by any indemnity agreement, Louisville shallpresent and prosecute claims therefor against any parties who may be liabletherefor. Nothing herein shall require Louisville to initiate, present, orprosecute any claim which, in Its sole judgement, Is without sufficient meritto warrant such enforcement, or otherwise is Inconsistent with the Parties’general business interests. Nothing herein shall require Louisville to-invokeany certain type of enforcement procedure, or to seek, or to continue to seek,enforcement of any claim, when in Louisville’s sole judgement, the Parties’general business interests are better served by settling or withdrawing suchclaim.

 

Inthe event that Louisville should fail or refuse to diligently prosecute anyclaim, nothing herein contained shall prevent IMEA from prosecuting such claimor demand in its own name, to the extent of, and as such claim or demandaffects, its interest. IMEA may intervene in any suit on a claim pursuant tothis Article as an additional plaintiff or defendant to assert or defend as toits respective ownership interest and rights. Cost and monies net of reasonableexpenses recovered are to be shared by the Parties in proportion to theirrespective ownership interests in Trimble County Unit 1.

 

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### 5.6.7                        ProcessingClaims By Third Parties.

###  

Louisvilleshall investigate, adjust, defend, and settle claims by third parties againstIMEA and Louisville, arising out of or attributable to Operating Work orIncremental Capital Assets, or the past or future performance or nonperformanceof the obligations and duties of either IMEA or Louisville under or pursuant tothis Agreement, including but not limited to any claim resulting from death orinjury to persons or damage to property, when such claims are not covered byvalid and collectible Insurance carried by Louisville or IMEA; and, wheneverand to the extent reasonable, present and prosecute claims against any thirdparty, including insurers, for any costs, losses, and damages incurred inconnection with such claims. If any such claim against IMEA and Louisville isin excess of $50,000 in amount and is not covered by valid and collectibleInsurance carried by Louisville or IMEA, Louisville shall notify IMEA of theexistence and nature of such claim and shall also notify IMEA if and when anysettlement of such claim is accomplished by Louisville. Settlement of claims inexcess of $1,000,000 shall be reported to and approved by the CoordinationCommittee.

 

Inthe event that Louisville should fail or refuse to diligently defend any claim,nothing herein contained shall prevent IMEA from defending such claim or demandin its own name, to the extent of, and as such claim or demand affects, itsinterest. IMEA may intervene in any suit on a claim pursuant to this Article asan additional party to defend as to its respective ownership interests andrights in Trimble County Unit 1.

 

### 5.6.8                        DeliveryOf Operating Data.

###  

Aspromptly as practicable after the end of each month, Louisville shall render toIMEA a statement setting forth appropriate operating data as may be needed forreports and records.

 

## 5.7                                 Environmental Laws and Regulations.

##  

EachParty shall be responsible for its own share of any obligations, costs, orburdens of any kind, resulting from any federal, state, or local environmentallaw, regulation, or requirement, as amended from time to time. Similarly, eachParty shall be entitled to its share, on a pro rata ownership basis, of anyrights, credits, or entitlements associated with such law, regulation, orrequirement.

 

Louisville’sobligation to produce generation from IMEA’s share of Trimble County Unit 1, aswell as Louisville’s obligation to produce backup power and energy as set forthin Article 10 hereof, shall be conditioned upon IMEA’s compliance with suchlaws, regulations, or requirements as set forth in this Article, and IMEA’spossession of required environmental allowances needed for such generation. Inthe event IMEA’s rights, credits, or entitlements are not sufficient to allowthe desired level of generation from IMEA’s share of Trimble County Unit I orthe production of backup power and energy, Louisville shall provide suchrights, credits, or entitlements to IMEA upon IMEA’s request and afterconsultation between the Parties concerning the availability and cost of suchrights, credits, or entitlements. Louisville shall have no obligation, however,to provide such rights, credits, or entitlements where such rights, credits, orentitlements are required for use by Louisville to serve its Internal Load plusany firm off-system sales. Louisville may satisfy this obligation, at itsoption, by supplying such rights, credits, or entitlements from its own system,or by purchasing from other sources. Such obligation shall be limited to therights, credits, or entitlements necessary to operate IMEA’s portion of TrimbleCounty Unit 1 at the lower of an 80 percent

 

16

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CapacityFactor or IMEA’s actual Capacity Factor, and shall apply only to the excessrequirements above the rights, credits, or entitlements obtained by IMEA as aresult of its ownership interest in Trimble County Unit 1 or from othersources.

 

IMEAshall compensate Louisville for providing such allowances for IMEA’s TrimbleCounty Unit 1 generation, as well as for allowances for backup power and energysold by Louisville to IMEA under Article 10 hereof, at a price equal to thefair market value of such allowances, as such value may change from time totime. Fair market value and procedures for billing and payment will bedetermined according to criteria set forth by the Coordination Committee;provided that, fair market value shall not be less than Louisville’s. actual costof providing or obtaining such allowances.

 

## 5.8                                 Limited Re-Opener:  EnvironmentalLegislation.

##  

Itis recognized by the Parties that this Agreement will be executed prior to thedisposition of the proposed Clean Air Act Amendments of 1990 legislation pendingin Congress. For the period between the Execution Date and Closing, each Partyshall have the right to re-open negotiations on matters related toenvironmental issues, should the result of such legislation enacted by Congressresult in either Party receiving required environmental allowances less thanthose provided by Senate Bill No. 1630, as passed by the Senate on April 3,1990.

 

## 5.9                                 Indemnification of Environmental Fines and Penalties.

##  

Louisvillewill indemnify IMEA against administrative fines and civil penalties arisingout of the operation of the Trimble County Plant imposed for violations ofapplicable environmental laws and regulations, resulting from acts ofLouisville as plant operator. Exclusions from this special indemnificationshall include operation and maintenance costs which might be incurred as aresult of environmental laws and regulations, Incremental Capital Assetsincurred in environmental compliance, occurrences from acts of third parties orfrom equipment failure or malfunction, remedial measures imposed byadministrative agencies for environmental purposes, or reimbursement ofresponse costs under Comprehensive Environmental Response Compensation AndLiability Act (CERCLA) and K.R.S. Chapter 224, or to any claims of personal injuryor property damage.

 

# **ARTICLE 6**

# **INCREMENTAL CAPITAL ASSETS**

#  

## 6.1                                 DeterminationOf Need.

##  

TheCoordination Committee shall approve Incremental Capital Assets expected tocost over $250,000. Louisville shall have the authority to make all decisionswith respect to Incremental Capital Assets expected to cost $250,000 or less.Emergency expenditures for Incremental Capital Assets which total in excess of$250,000 in any calendar year shall be submitted to the Coordination Committeefor ratification.

 

## 6.2                                 Estimate OfCosts.

##  

Priorto beginning of work on any Incremental Capital Asset which Louisville expectsto cost more than $1,000,000, such estimate shall be furnished by Louisville inreasonable detail to IMEA

 

17

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foruse by it in anticipating its financial requirements. Such estimate shall besubject to revision periodically to reflect more current information on suchIncremental Capital Asset.

 

## 6.3                                 ResponsibilityFor Costs.

##  

Subsequentto the Closing, the costs of each Incremental Capital Asset shall be borne byLouisville and IMEA in proportion to their respective percentage ownershipinterests in Trimble County Unit 1. IMEA’s share of the Incremental CapitalAssets shall be subject to the Service Fee as set forth In Article 7.1.6herein. The amount incurred for Incremental Capital Assets during each monthshall be included in the monthly billings provided for in Article 8.1.

 

# **ARTICLE 7**

# **COMPENSATION**

#  

## 7.1                                 MonthlyCharges.

##  

Louisvilleand IMEA will share all costs associated with Trimble County Unit 1, and withthe Trimble County General Plant Facilities and the Trimble County Site as theypertain to Trimble County Unit 1. These costs are set forth below in sixcomponents for billing and accounting purposes. The Parties intend that thesecomponents incorporate all costs which are or could be associated with TrimbleCounty Unit 1, and with the Trimble County General Plant Facilities and theTrimble County Site as they pertain to Trimble County Unit 1. Should, however,any item or category of costs not fall within the technical definitions of anyof the six components, the Parties agree to adjust the billing components so asto Include such item or category.

 

Startingat the Closing or Commercial Operation Date, if later, IMEA shall pay a monthlyamount equal to the sum of the six components delineated in Articles 7.1.1,7.1.2, 7.1.3, 7.1.4, 7.1.5, and 7.1.6, as provided for in Article 8.1.

 

### 7.1.1                        Fuel/ReactantOperation Expense.

###  

AllFuel/Reactant Operation Expenses. of Trimble County Unit 1 will be prorated tothe Parties, according to the net Electric Energy consumed by each Party ascompared to the total net energy generated by Trimble County Unit 1.

 

Forpurposes of this Article, Fuel/Reactant Operation Expenses shall be allocatedto IMEA on the basis of its loss-adjusted net Electric Energy during theapplicable month. This loss-adjusted net Electric Energy shall be calculated bymultiplying IMEA’s actual Trimble County Unit 1 net Electric Energy during themonth by a loss factor (currently 1.0038), which, at the request of eitherParty, but not more frequently than once every two years, shall be reviewedbased on load flow studies or other mutually acceptable analyses, and shall beadjusted as appropriate.

 

### 7.1.2                        Fixed Operation And Maintenance Expenses.

###  

AFixed Operation and Maintenance Expenses component shall be shared by theParties in proportion to their respective percentage ownership interest inTrimble County Unit 1.

 

18

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### 7.1.3                        Non-FuelOperating Component.

###  

Anon-fuel operating component shall be shared by the Parties in proportion totheir respective percentage ownership interest in Trimble County Unit 1,calculated monthly as the sum of the following four

 

Itemsas they relate to Trimble County Unit 1, and the Trimble County

 

GeneralPlant Facilities and the Trimble County Site as they pertain to Trimble CountyUnit 1:

 

(a)                                  Taxes other than federal and state incometaxes (Account 408.1), except that those categories of taxes, or payments inlieu thereof, that are directly billed to IMEA by the taxing authority and paidby IMEA, shall not be included in this item.

 

(b)                                 Administrative and general expenses (Accounts920.935) as recorded in Louisville’s accounting records under the UniformSystem of Accounts.

 

(c)                                  Lease payments which result from athird-party financed Incremental Capital Asset.

 

(d)                                 Penalties (Account 426.3), except for thoseenvironmental penalties against which Louisville is indemnifying IMEA underArticle 5.7 hereof.

 

### 7.1.4                        WorkingCapital Component.

###  

Beginningwith the billing covering the period January, 1996, and for each monththereafter, a working capital component shall be shared by the Parties inproportion to their respective percentage ownership interests in Trimble CountyUnit 1. This component is comprised of the items listed below, to the extentthat each of these items relates to Trimble County Unit 1, the Trimble CountyGeneral Plant Facilities (as they pertain to Trimble County Unit 1), and theTrimble County Site (as it pertains to Trimble County Unit 1).  This component shall be calculated bymultiplying the beginning monthly balances of the items by Louisville’s Cost ofCapital as “grossed up” for federal and state income taxes.

 

(a)                                  Fuel stocks (Account 151).

 

(b)                                 Fuel stock expenses undistributed (Account152).

 

(c)                                  Plant materials and operating supplies(Account 154).

 

(d)                                 Stores expense undistributed (Account 163).

 

(e)                                  Prepayments (Account 165).

 

(f)                                    Miscellaneous deferred debits (Account 186).

 

19

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### 7.1.5                        TransmissionCharge.

###  

Atransmission charge to cover transmission of the Electric Energy from TrimbleCounty Unit 1 to the Delivery Points shall be assessed according to the TrimbleCounty schedule contained in the Interchange Agreement.  Such schedule may be changed by Louisvillefrom time to time based on revised cost information, but shall continue to becalculated throughout the duration of this Agreement according to the same costof service methodology as was used to support the initial schedule.  Should FERC at any time decline to accept arate based on such methodology, a new rate shall be calculated using approvedmethodology as close as possible to the Initial methodology such that theoriginal intent of the Parties in pricing this service shall be maintained.

 

### 7.1.6                        Service Fee.

###  

AfterClosing, a service fee, equal to five (5) percent of all payments by IMEA,other than the initial payment as set forth in Article 3 or the monthlytransmission charge in Article 7.1.5, shall be assessed; except that forbillings related to the calendar years in the following table, the service feeshall be calculated using the percentage indicated for the respective year.

 
| **Year**                  | ** ** | **Service Fee (%)** | ** ** |
|---------------------------|------------|---------------------|------------|
|                      |       |                |       |
| 1991                      |       | 0.00                |       |
| 1992                      |       | 1.25                |       |
| 1993                      |       | 2.50                |       |
| 1994                      |       | 3.75                |       |
| On and after Jan. 1, 1995 |       | 5.00                |       |

 

# **ARTICLE 8**

# **BILLING, PAYMENTS, AND RECORDS**

#  

## 8.1                                 BillingsBy Louisville.

##  

Aspromptly as practicable, but not more than twelve working days, after the endof each calendar month during the term of this Agreement, Louisville shallprepare and send to IMEA a statement, in such detail and with such segregationsas may be needed for operating and accounting records, to indicate monthlyamounts due under the provisions of this Agreement.

 

## 8.2                                 PaymentsBy IMEA or Louisville.

##  

Allbills under Article 8.1 for amounts owed by IMEA to Louisville shall be due andpayable on the tenth calendar day following the invoice date.  Amounts owing by either Party to the otherunder the Interchange Agreement or under the provisions of this Agreement,other than under Article 8.1, shall be settled in accordance with theprocedures set forth in such provisions as give rise to the obligations.  Interest on unpaid amounts shall accrue atthe Agreed Rate from the date due until the date upon which payment ismade.  Unless otherwise agreed upon, acalendar month shall be the standard monthly period for the purpose ofsettlements under this Agreement.

 

Shouldeither Party withhold payment of any contested amount, the procedure forresolution of disputes under Article 19 shall be invoked automatically.  Non-payment of any amount contested

 

20

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ingood faith by either Party shall not constitute a default under Article 17prior to completion of the disagreement procedures under Article 19.  The unpaid Party may contend a default existsunder Article 17, if payment continues to be withheld following completion ofthe disagreement procedures under Article 19 including arbitration if bothParties have elected to arbitrate.

 

## 8.3                                 Records.

##  

Louisvillewill record its accounting information in accordance with generally acceptedaccounting principles, as modified by the requirements or permitted practicesof applicable regulatory authorities. For the purpose of this Agreement, all account references are to theUniform System of Accounts.  in the eventof any changes in FERC’s accounting procedures which might result in differentcharges than those contemplated by the Agreement, the Parties will agree uponthe appropriate changes to the Agreement to achieve the original intent of theParties, unless otherwise mutually agreed by the Parties.

 

TheParties shall keep and maintain such records as may be necessary or useful incarrying out this Agreement.  Each Partyshall keep such records as may be needed to afford a clear history of alltransactions under this Agreement and make copies of such records available to theother Party upon request.  Each Partyshall have the right during normal business hours, but no more often than onceeach calendar year, at its own expense, to audit, or cause independentcertified public accountants of its choice to audit, the accounting and otherrecords relating to transactions under this Agreement and shall have the rightto make copies of records as necessary. All such records shall be considered confidential and proprietarybusiness records of the Party that generated the particular record inquestion.  Neither Party shall make useof records of the other Party without the express written consent of suchParty, except for disclosure or use which is permitted by this Agreement orwhere required by lawful authority.

 

# **ARTICLE 9**

# **TRANSMISSION SERVICE**

#  

AllElectric Energy delivered under this Agreement shall be of the charactercommonly known as three-phase sixty-hertz energy, and shall be considered asbeing delivered at Louisville’s Delivery Points.

 

Obtainingtransmission service for transmitting power under this Agreement fromLouisville’s Delivery Points shall be the sole responsibility of IMEA.  If an electric system or systems, which isnot part of the electric systems owned by either of the Parties, is used totransmit the Net Electric Energy from Louisville’s Delivery Points to IMEA, thecost of such transmission service shall be paid by IMEA.  Losses which are incurred through such thirdparty transmission(s) shall be assumed by IMEA. in the event Louisville and IMEA establish a direct electricalinterconnection during the term of this Agreement, the Parties can mutuallyagree to use such direct electrical interconnection to transmit all or part ofthe energy from Louisville to IMEA for the remainder of this Agreement.

 

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# **ARTICLE 10**

# **BACKUP POWER AND ENERGY**

#  

## 10.1                           FromLouisville.

##  

Inany hour of any month that the Net Electric Generating Capability of TrimbleCounty Unit 1 is less than the Net Seasonal Capability, IMEA shall have theoption to request from Louisville backup power and energy from Louisville’sother generating resources.  For IMEA toreceive this backup power and energy, both of the following conditions must bemet:

 

Theamount of backup power and energy shall not exceed an amount equal to IMEA’sshare (based on its percentage ownership interest in Trimble County Unit 1) ofsuch reduction from Net Seasonal Capability.

 

Theamount of backup power and energy requested, as limited by (a) above, isavailable from Louisville’s other generating resources and is not required toserve Louisville’s Internal Load or to honor any firm commitments made byLouisville for off-system sales, existing prior to any particular request forbackup power and energy.

 

Compensationfor backup power and energy will correspond to the demand and energy rateprovisions of the Backup Power service schedule contained in the InterchangeAgreement in effect at the time backup energy is delivered.

 

## 10.2                           From ThirdParties.

##  

Inthe event Louisville is unable to provide backup power and energy from its ownsystem, Louisville will, at the request of IMEA, make its best effort topurchase backup power and energy from another party for resale to IMEA.  Louisville will bill IMEA for such purchasedbackup power and energy according to the terms for such third partytransactions contained in the Backup Power service schedule contained in theInterchange Agreement in effect at the time backup energy is delivered.

 

## 10.3                           Effective Date of Backup Power Provision.

##  

Theprovisions of this Article 10 will become effective on the earlier of January1, 1991 or the Commercial Operation Date of Trimble County Unit 1.

 

# **ARTICLE 11**

# **GENERAL CONDITIONS**

#  

## 11.1                           Cooperation.

##  

Louisvilleand IMEA shall cooperate with each other and provide information as may benecessary to facilitate, among other things, the filing of applications forauthorizations, permits, licenses, or financings and the execution of suchother documents as may be reasonably necessary to carry out the provisions ofthis Agreement, subject to reasonable protections necessary to preserve eachParty’s confidential or proprietary information.

 

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## 11.2                           Approvals.

##  

TheParties shall use their best efforts to obtain as quickly as possible allrequisite governmental and regulatory approvals of the consummation of-thetransactions contemplated herein.

 

## 11.3                           Access.

##  

Officialrepresentatives of IMEA and their designees, including IMEA’s bond trustee,shall have the right, upon sufficient advance notice to Louisville, to enterupon the Trimble County Site subject to all safety, insurance, and industrialsecurity requirements and the need for efficient operation of Trimble CountyUnit 1.

 

## 11.4                           Conditions Precedent To Louisville’s Obligations Hereunder.

##  

Allobligations of Louisville under this Agreement are subject to the fulfillment,prior to or at the Closing, of each of the conditions (or the waiver in writingof such conditions by Louisville) that are delineated in Articles 11.4.1through 11.4.4 and IMEA shall exert its best efforts to cause each suchcondition to be fulfilled.

 

### 11.4.1                  Accuracy Of IMEA’s Representations And Warranties.

###  

Louisvilleand IMEA shall not have discovered any material error, misstatement, oromission in the representations and warranties made by IMEA in this Agreement.

 

### 11.4.2                  CapabilityOf Performance By IMEA.

###  

IMEA’srepresentations and warranties contained in this Agreement shall be deemed tohave been made again at and as of the time of the Closing and shall then betrue in all material respects; IMEA shall have performed and complied with allagreements, covenants, and conditions required by this Agreement to beperformed or complied with by it prior to or at the Closing; Louisville shallhave been furnished with certificates signed by the principal officer of IMEA,dated the date of the Closing, certifying in form and substance satisfactory toLouisville to the fulfillment of the foregoing conditions and to the furthereffect that there are no actions, suits, or proceedings pending or, to suchofficer’s knowledge, threatened against or affecting IMEA before any court oradministrative body or agency which would materially adversely affect theability of IMEA to perform its obligations under this Agreement.

 

### 11.4.3                  OpinionOf Counsel For IMEA.

###  

Louisvilleshall have been furnished with an opinion of counsel for IMEA, which counselshall be satisfactory to Louisville, in form and substance satisfactory toLouisville, dated the date of the Closing, to the effect that:

 

IMEAis a public body corporate and politic organized as a joint agency by itsmember municipalities in Illinois in accordance with Illinois law, dulyorganized and validly existing in good standing under the laws of the State ofIllinois and has the corporate power, legal capacity, and authority to carry onits business as presently conducted and to enter into and perform itsobligations under this Agreement.

 

23

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Theexecution, delivery, and performance by IMEA of this Agreement have been dulyauthorized by all necessary corporate action on the part of IMEA, do notcontravene any law, or any governmental rule, regulation, or order, applicableto IMEA or its properties, or the Agency Agreement or By-Laws of IMEA and donot and will not contravene the provisions of, or constitute a default under,any indenture, mortgage, contract, or other instrument to which IMEA is a partyor by which IMEA is bound;

 

ThisAgreement has been duly executed and delivered by IMEA and constitutes the legal,valid, and binding obligations of IMEA enforceable in accordance with itsrespective terms, except as limited by applicable bankruptcy, insolvency,reorganization, or similar laws at the time in effect;

 

Thereare no actions, suits, or proceedings pending or, to such counsel’s knowledge,threatened against or affecting IMEA before any court or administrative body oragency which might materially adversely affect the ability of IMEA to performits obligations under this Agreement; and

 

Anyconsent or approval of, giving of notice to, registration with, or taking ofany other action by, any state, federal, or other governmental commission,agency, or regulatory authority, including, without limitation, the IllinoisCommerce Commission, the Federal Energy Regulatory Commission, and theSecurities and Exchange Commission, in connection with the execution, delivery,and performance of this Agreement required to be obtained by IMEA on or beforethe Closing has been obtained.

 

### 11.4.4                  PaymentOf Funds By IMEA.

###  

Theportion of the Purchase Price required to be paid by IMEA to Louisville at theClosing shall be paid in Immediately available funds.

 

## 11.5                           Conditions Precedent To IMEA’s Obligations Hereunder.

##  

Allobligations of IMEA under this Agreement are subject to the fulfillment, priorto or at the Closing, of each of the following conditions (or the waiver inwriting of such conditions by IMEA):

 

### 11.5.1                  Accuracy Of Louisville’s Representations And Warranties.

###  

IMEAand Louisville shall not have discovered any material error, misstatement, oromission in the representations and warranties made by Louisville in thisAgreement.

 

### 11.5.2                  Capability Of Performance By Louisville.

###  

Louisville’srepresentations and warranties contained in this Agreement shall be deemed to havebeen made again at and as of the time of the Closing and shall then be true inall material respects.  Louisville shallhave performed and complied with all agreements, covenants, and conditionsrequired by this Agreement to be performed or complied with by it prior to orat the Closing and IMEA shall have been furnished with a certificate of thePresident or a Vice President of Louisville, dated the date of the Closing,certifying in form and substance satisfactory to IMEA, to the fulfillment ofthe foregoing conditions and to the further effect that there are no actions,suits, or proceedings pending or, to such officer’s knowledge, threatenedagainst or affecting Louisville before any court or administrative body oragency which would adversely affect the ability of Louisville to perform itsobligations under this agreement.

 

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### 11.5.3                  OpinionOf Counsel-For-Louisville.

###  

IMEAshall have been furnished with an opinion of counsel for Louisville, which mayinclude counsel employed directly by Louisville as well as Louisville’s outsidecounsel, which counsel shall be satisfactory to IMEA, in form and substancesatisfactory to IMEA, dated the date of the Closing, to the effect that:

 

Louisvilleis a corporation duly organized and validly existing under the laws of theCommonwealth of Kentucky and has the corporate power and authority to carry onits business as presently conducted and to enter into and perform itsobligations under this Agreement; and

 

Theexecution, delivery, and performance by Louisville of this Agreement has beenduly authorized by all necessary corporate action on the part of Louisville,does not contravene any law, or any governmental rule, regulation, or orderapplicable to Louisville or its properties, or the Articles of Incorporation orBy-Laws of Louisville, and do not and will not contravene the provisions of, orconstitute a default under, any indenture, mortgage, contract, or otherinstrument to which Louisville is a party or by which Louisville is bound; and

 

Thedocuments executed by Louisville in connection with the Closing have been dulyauthorized, executed, and delivered by Louisville; and

 

Thereare no actions, suits, or proceedings pending or, to such counsel’s knowledge,threatened against or affecting Louisville before any court or administrativebody or agency which would materially adversely affect the ability ofLouisville to perform its obligations under this Agreement; and

 

Anyconsent or approval of, giving of notice to, registration with or taking of anyother action by, any state, federal, or other governmental commission, agency,or regulatory authority, including, without limitation, the Kentucky PublicService Commission, the Federal Energy Regulatory Commission, and theSecurities and Exchange Commission, in connection with the execution, delivery,and performance of this Agreement required to be obtained by Louisville on orbefore the Closing has been obtained.

 

Louisville’conveyance to IMEA in fee simple with covenant of general warranty of a 12.12percent undivided ownership interest as tenants in common in the real estateset forth in Appendix E, is free and clear from all encumbrances, excepteasements, restrictions, and stipulations of record, taxes assessed and payablein the year 1990 and thereafter, but such opinion will be inapplicable tomatters not of record.

 

Priorto commercial operation of Trimble County Unit 1, Louisville has obtained allpermits and licenses required to be obtained in order to commence commercialoperation of Trimble County Unit 1.

 

Louisvillehas paid all property taxes (other than sales or use or other transfer taxes,if applicable) which are assessed on the interests conveyed to IMEA hereunder,except for property taxes assessed and payable in the year 1990.

 

25

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## 11.6                           Conditions Precedent To The Respective Obligations Of The Parties.

##  

Therespective obligations of Louisville and IMEA hereunder are, unless waived inwriting by Louisville and IMEA prior to or at the Closing, subject to thespecial conditions in Article 3.4 hereof and the additional condition that allgovernmental and regulatory approvals of the execution, delivery, andperformance of this Agreement required to be obtained by Louisville and IMEA onor before the Closing shall have been obtained, including all governmental andregulatory approvals necessary for the issuance of IMEA’s tax-exempt revenuebonds in an aggregate principal amount sufficient to pay for any and all sumsdue to be paid by IMEA to Louisville at Closing.

 

## 11.7                           Release From Louisville’s Indenture(s).

##  

Louisvilleshall have obtained the releases from any and all indentures of the ownershipinterest in Trimble County Unit 1 to be conveyed to IMEA hereunder at theClosing from the lien of such indenture.

 

## 11.8                           Amendments.

##  

ThisAgreement may be amended only by a written instrument duly executed by theParties.  When so amended, the Partiesshall execute a conformed copy of the Agreement, which conformed copy shallcontain all amendments to the Agreement and shall thereafter govern the Parties.

 

## 11.9                           LIMITEDWARRANTY.

##  

Louisvillewarrants that as of the Execution Date hereof, although the Trimble CountyPlant is still under construction, except as set forth in Appendix D, there areno known defects in the design or construction of Trimble County Unit 1 or theTrimble County General Plant Facilities, and that such facilities were designedfor the generation and production of electric power and energy.  Louisville shall act with reasonable dispatchto remedy the defects set forth in Appendix D hereof.

 

Louisvillealso warrants that for a period of ninety (90) days from the CommercialOperation Date, Trimble County Unit 1 and the Trimble County General PlantFacilities shall be free of defects in materials or workmanship in the designand construction of such facilities. This ninety day period shall be extended by one additional week for anyweek during the ninety day period in which Trimble County Unit 1 does notoperate at a Capacity Factor of thirty-three percent or greater.  For this purpose, the first week shall be theseven-day period beginning on the Commercial Operation Date.  Defects that are discovered during thisninety-day period, as it may be extended as set forth above, shall be repairedat Louisville’s expense, and such repairs shall be warranted by Louisville tobe free of defects in materials or workmanship in design and construction for aperiod of any additional ninety days from the completion of such repairs.  OTHER THAN FOR THIS EXPRESS WARRANTY, IMEA’SOWNERSHIP INTEREST IN TRIMBLE COUNTY UNIT 1 IS TO BE SOLD “AS IS” AND “WHEREIS”.  LOUISVILLE MAKES NO OTHERREPRESENTATION OR WARRANTY WHATSOEVER IN THIS AGREEMENT, EXPRESSED, IMPLIED, ORSTATUTORY, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TOTHE VALUE, QUANTITY, CONDITION, SALABILITY, OBSOLESCENCE, MERCHANTABILITY,FITNESS, OR SUITABILITY FOR USE OR WORKING ORDER OF ANY OF TRIMBLE COUNTY UNIT1 INCLUDING THE TRIMBLE COUNTY GENERAL PLANT FACILITIES, NOR DOES LOUISVILLEREPRESENT OR WARRANT THAT THE USE OR OPERATION OF ANY SUCH FACILITIES WILL NOT 

 

26

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VIOLATEPATENT, TRADEMARK, OR SERVICE MARK RIGHTS OF ANY THIRD PARTIES.  THE PROVISIONS OF THIS ARTICLE 11.9 SHALLGOVERN OVER ANY CONFLICTING PROVISIONS OF THIS AGREEMENT.  Notwithstanding the foregoing, IMEA shallhave the benefit, in proportion to its percentage ownership interest in TrimbleCounty Unit 1, of all manufacturers’ and vendors’ warranties and all patent,trademark, and service mark rights running to Louisville in connection withTrimble County Unit 1 and the Trimble County General Plant Facilities as theypertain to Trimble County Unit 1; provided that Louisville shall have soleauthority in decisions regarding the enforcement (including any renegotiationand settlement) of such warranties and patent, trademark, and service markrights, subject to the rights of IMEA as set forth in Article 5.6.6 hereof.

 

## 11.10                     No Agency Or Third Party Beneficiary.

##  

Nothingherein is intended to or shall create an agency whereby IMEA becomes an agentfor Louisville in any relationship with any third party.  This Agreement is solely between Louisvilleand IMEA and shall not be construed to create any third party beneficiaryrelationship with any other person or entity.

 

# **ARTICLE 12**

# **TAXES**

#  

## 12.1                           ManagementOf Tax Matters.

##  

Exceptfor IMEA’s payments of property taxes or payments in lieu thereof that aredirectly billed to IMEA by any taxing authority and which IMEA shall paydirectly, and except for any rulings IMEA might require in connection with theissuance of tax-exempt bonds, Louisville shall have the authority andresponsibility for administering, coordinating, filing returns, making propertytax declarations, paying, seeking official tax rulings or determinations, andother related functions pertaining to all other taxes, payments in lieu oftaxes, assessments, impositions, charges, and related costs of every kind andnature, ordinary or extraordinary, general or special, foreseen or unforeseen,settled or pending settlement, including, but not limited to, property, sales,use, and payroll taxes, connected with or arising out of the construction,ownership, operation, maintenance, alteration, repair, rebuilding, use, orretirement of Trimble County Unit 1 or any part thereof, which are or may beimposed by any federal, Kentucky, local, municipal of Kentucky, interregional,or quasi-governmental authority; provided, however, unless specificallyauthorized in writing by IMEA, such authority and responsibility shall notextend to any act or action affecting any exemption or special tax treatment towhich IMEA may be entitled.  IMEA doeshereby make and appoint Louisville to be its attorney-in-fact, to act in itsname, place, and stead for the purpose of filing returns, making property taxdeclarations, negotiating, seeking adjustments or revisions, protesting,seeking official tax rulings or determinations, contesting, making applicationfor and claiming any and all exclusions, exemptions, deductions, credits, and ejectionspertaining to all such other taxes, payments in lieu of taxes, assessments,impositions, charges, and related costs, but unless specifically authorized inwriting to act on its behalf by IMEA, such appointment shall not extend to anyact or action affecting any exemption or special tax treatment to which IMEAmay be entitled or to any tax or payments in lieu thereof for which IMEA hasresponsibility for direct payment.  IMEA,its agents, or assigns shall promptly join in any action reasonably requiredwhich is consistent with the exercise by Louisville of the tax authority andresponsibility described herein and the status of IMEA as a governmental orquasi-governmental entity.

 

27

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## 12.2                           Sharing or Taxes And Related Payments.

##  

Allsuch taxes, payments in lieu of taxes, assessments, impositions, charges andrelated costs of Trimble County Unit 1, or the Trimble County General PlantFacilities or the Trimble County Site as they pertain to Trimble County Unit 1,shall be shared and borne by Louisville and IMEA in proportion to theirrespective percentage ownership interests in Trimble County Unit 1; provided,however, IMEA shall be entitled to the entire benefit to the extent of actualrealization, of all exemptions from and reductions of taxes, including but notlimited to property, sales, use, and payroll taxes, connected with or arisingout of the ownership, operation, maintenance, alteration, repair, rebuilding,use, or retirement of Trimble County Unit 1 or any part thereof, which may berealized because of the provisions, if any, of the Constitutions (of theCommonwealth of Kentucky, the State of Illinois, and the United States ofAmerica), statutes, ordinances, rules, regulations, and laws applicable to IMEAand not Louisville.

 

Theportion of such taxes, payments in lieu of taxes, assessments, impositions,charges and related costs that are to be borne by IMEA as set forth above inthis Article 12.2 shall be billed to and paid by IMEA in accordance withArticles 7 and 8, as applicable, except for those taxes which are paid by IMEAdirectly to the taxing authority.

 

## 12.3                           PaymentOf Title Taxes And Fees.

##  

Exceptas may be otherwise provided in this Article 12.3, IMEA shall be responsiblefor all sales taxes, recording fees, and other taxes related to transfer ofproperty, if any, incurred in connection with the conveyance(s) to IMEA byLouisville at Closing.  It is understoodby the Parties that Louisville expects to receive, prior to Closing, a rulingfrom the Revenue Cabinet of the Commonwealth of Kentucky concerning theapplicability of, or exemption from, sales and use taxes of the conveyance tobe made at Closing by Louisville to IMEA. Should the ruling Indicate a position by the Revenue Cabinet that suchconveyance is subject to sales and use tax, each Party shall have the right tore-open negotiations on the responsibility of the Parties for such taxes.

 

## 12.4                           ExclusionOf Income Taxes.

##  

Notwithstandingthe generality of Article 12.1 above, Louisville and IMEA agree that theforegoing provisions of this Article 12 shall not apply to any tax on ormeasured by income.

 

## 12.5                           Non-creationOf Taxable Entity.

##  

Notwithstandingany other provision of this Agreement, Louisville and IMEA do not intend tocreate hereby at law any joint venture, partnership, association taxable as acorporation, or other entity for the conduct of any business for profit.  Louisville and IMEA agree to elect underSection 761(a) of the Internal Revenue Code of 1986, as amended, to exclude thetransactions created by this Agreement from the application of Subchapter K,Chapter 1 of the Code, and both Parties agree to revise the terms of thisAgreement to the extent and in a manner necessary to permit such election.

 

28

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# **ARTICLE 13**

# **INSURANCE**

#  

## 13.1                           ProcurementOf Insurance.

##  

Exceptwith regard to directors and officers liability insurance, Louisville shallmaintain in force, for the benefit of Louisville and IMEA as their interests inTrimble County Unit 1, Trimble County General Plant Facilities, and the TrimbleCounty Site shall appear, such available insurance and self-insurance as theCoordination Committee shall determine to be appropriate.

 

### 13.1.1                  Sharing-OfInsurance Costs.

###  

Thecosts of such insurance policies discussed in Article 13.1 above shall beshared by the Parties in proportion to their respective percentage ownershipinterests in Trimble County Unit 1.  IMEAshall also pay any additional premium that results from IMEA being named as anadditional insured party on Louisville’s existing policies.  IMEA shall bear responsibility for costs ofand any losses incurred within the limits of any deductibles on policies ofinsurance.  If IMEA elects to participatein self-insurance, as discussed in the following paragraph, the costs of claimsand expenses for such self-insurance shall also be shared in proportion to therespective ownership interests in Trimble County Unit 1.  IMEA’s share of such insurance andself-insurance costs shall be paid in accordance with Articles 7 and 8, asapplicable.

 

Withregard to the portion of any self-insurance for which IMEA is responsible, IMEAshall be entitled, at its option, to separately fund and administer a reserveaccount to fund all claims and expenses for which it is maintainingself-insurance.  Any such separatelymaintained and administered fund shall be established, maintained, andadministered according to policies and procedures approved by the CoordinationCommittee.  Such fund will be a financialdevice for funding IMEA’s self-insurance obligation and will play no role inadministering claims.  Where IMEAestablishes and maintains such an account, the Coordination Committee willdetermine appropriate procedures and methodology for regularly billing for andrecovering amounts due to be paid by IMEA to Louisville for such claims andexpenses.  Such procedures andmethodology may include making adjustments to the billing and payment practicesset forth in Article 7 and 8, as such Articles relate to IMEA’s self-insurance.

 

### 13.1.2                  IMEANamed As Insured.

###  

IMEAshall be named as an additional insured in such insurance policies.  Louisville shall use its reasonable bestefforts to have the insurance underwriters furnish IMEA with a Certificate of Insuranceof each such insurance policy.  inaddition, Louisville shall use its reasonable best efforts to have each of suchpolicies endorsed so as to provide that IMEA shall be given the same advancenotice of cancellation or material change as is required to be given toLouisville.  Loss or claim, if any, undersuch insurance policies shall be adjusted and settled by Louisville with theinsurance underwriters.

 

### 13.1.3                  Procurement Of Additional Insurance For IMEA.

###  

IMEAmay obtain additional insurance beyond that provided for in this Article 13 toinsure its ownership interest in Trimble County Unit 1 and the Trimble CountySite and its rights with

 

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respectto the Trimble County General Plant Facilities at its cost.  With respect to such additional insurance:

 

the proceeds from any claim arising through suchadditional insurance shall be disbursed to IMEA; and

 

loss or claim, if any, under such additionalinsurance shall be adjusted and settled by IMEA with the insuranceunderwriters.

 

### 13.1.4                  Sharing Of Refunds From Insurance Premiums.

###  

Anyrefunds of insurance premiums shall be allocated among the Parties on the samebasis as the premium payment allocation from which such refund was derived.

 

### 13.1.5                  SharingOf Insurance Proceeds.

###  

Inthe event of damage to property insured under this Article, it is agreed thatthe proceeds from insurance obtained by Louisville on behalf of both Partiesshall be shared by the Parties to this Agreement on a pro rata basis based ontheir relative payments of insurance premiums covering the damaged property.

 

## 13.2                           Destruction.

##  

### 13.2.1                  Damage Or Destruction Fully Covered By Insurance.

###  

Ifproperty insured under this Article or any portion thereof should be damaged ordestroyed to the extent that the cost of repairs or reconstruction is estimatedto be covered by the aggregate amount of insurance coverage (including anydeductible) carried by Louisville for the benefit of Louisville and IMEApursuant to Article 13 hereof, then Louisville shall cause such repairs orreconstruction to be made so that such property shall be restored tosubstantially the same general condition, character, or use as existed prior tosuch damage or destruction; provided however, if the estimate is wrong, and theinsurance proceeds are insufficient to pay the cost of repair orreconstruction, Louisville and IMEA shall share the cost not reimbursed by suchinsurance in proportion to their percentage ownership interests in TrimbleCounty Unit 1.

 

### 13.2.2                  Damage Or Destruction Not Fully Covered By Insurance.

###  

IfTrimble County Unit 1, the Trimble County General Plant Facilities or anyportion thereof as they pertain to Trimble County Unit 1, should be damaged ordestroyed to the extent that the cost of repairs or reconstruction is estimatedto be more than the aggregate amount of insurance coverage (including anydeductible) carried by Louisville for the benefit of Louisville and IMEApursuant to Article 13 hereof and covering the cost of such repairs or reconstruction,then, if Louisville elects to repair and reconstruct such property and uponagreement of Louisville and IMEA, Louisville shall cause such repairs orreconstruction to be made and Louisville and IMEA shall share the costs of suchrepairs or reconstruction not reimbursed by such insurance, in proportion totheir percentage ownership interests in Trimble County Unit 1; provided,however, that:

 

IfIMEA elects not to join Louisville in repairing and reconstructing suchproperty, then, at Louisville’s election, the Parties shall determine themonetary amount to be paid by Louisville to

 

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IMEAor by IMEA to Louisville, as provided for in paragraph (b) of this Article13.2.2.  Upon payment of such monetaryamount by Louisville to IMEA or by IMEA to Louisville, as the case may requireas set forth in said paragraph (b), IMEA shall transfer its ownership interestin Trimble County Unit 1 and the Trimble County Site, and its license to usethe Trimble County General Plant Facilities, and its easement to the TrimbleCounty Site, to Louisville, free and clear of all liens and encumbrances, andthis Agreement shall be deemed to have expired.

 

Themonetary amount to be paid to or received from IMEA pursuant to the provisionsof paragraph (a) of this Article 13.2.2, shall be determined in accordance withthe following equation:

 

P = W * X

 

Where:

 
| P |   | = |   | the  monetary amount to be paid to or received from IMEA.  If P is positive, the monetary amount shall  be paid to IMEA; and if P is negative, the monetary amount shall be received  from IMEA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|---|--------|---|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| W |   | = |   | IMEA’s  percentage ownership interest in Trimble County Unit 1 before transfer of  IMEA’s ownership interest in such property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| X |   | = |   | the  fair market value (as determined by an independent appraiser selected jointly  by the Parties) of (i) Trimble County Unit 1 and (ii) the Trimble County Site  and the Trimble County General Plant Facilities as they pertain to IMEA’s use  of Trimble County Unit 1, at the time IMEA elects not to join Louisville in  repairing and reconstructing Trimble County Unit 1 or the Trimble County  General Plant Facilities.  Fair market  value shall be determined after taking into account all applicable costs of  dismantling, demolishing, and removal of equipment, facilities, and  structures; security; maintenance; disposing of debris; and any site work  necessary to remove the effects of such damage or destruction.  Fair market value may be a negative figure  where appropriate. |

 

# **ARTICLE 14**

# **PARTITION OF OR TRANSFER OF INTEREST IN THIMBLE COUNTY UNIT 1**

#  

## 14.1                           SpecialNature Of Trimble County Unit 1 – Waiver of Right of Partition.

##  

TheParties recognize that when Trimble County Unit 1 shall have been placed inservice, it will be an integral part of the facilities required to provideadequate service in their respective service territories and the serviceterritories of other co-owners of Trimble County Unit 1, if any, and that thephysical partition of Trimble County Unit 1 or any material part thereof wouldbe impossible and impractical and wholly inconsistent with the purposes forwhich this Agreement is made.

 

Eachof the Parties agrees that it will not take any action, by judicial proceedingsor otherwise, to partition Trimble County Unit 1, or that portion of the TrimbleCounty Site conveyed by Louisville to IMEA pursuant to Article 2.2 hereof, orany part thereof, in any way, whether by partition in kind or by sale anddivision of the proceeds thereof.  Eachof the Parties further waives the right of partition and the benefit of allstatutory or common law that may now or hereafter authorize such partition ofTrimble County Unit 1 or any part thereof, or that portion of the Trimble

 

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CountySite conveyed by Louisville to IMEA pursuant to Article 2.2 hereof.  in the event any such right of partitionshall hereafter accrue, each Party shall from time to time upon the writtenrequest of the other Party execute and deliver such further instruments as maybe necessary to confirm the foregoing waiver and release of its right topartition.  The foregoing provisions ofthis Article 14.1 shall be binding upon and inure to the benefit of theParties, their respective successors and assigns, including mortgagees,receivers, trustees, or other representatives and their respective successorsand assigns, and shall run with the land. Louisville agrees to insert a similar covenant in any contract withanother party which acquires an ownership interest in Trimble County Unit 1,which covenant will be enforceable by IMEA.

 

## 14.2                           Transfer Of Ownership Interests To Third Parties.

##  

Ifeither Party (“Transferring Party”) shall desire to transfer (whether by sale,conveyance, assignment, lease, or otherwise) all or any portion of.  its ownership interest in Trimble County Unit1 in a bona fide arms length transaction to any unaffiliated third party orparties, the Transferring Party shall give the other Party written noticethereof, and any such transaction with such unaffiliated third party or partiesshall not be consummated until the other Party has determined not to exerciseits right of first refusal, as set forth in this paragraph.  Such written notice shall fully disclose thenature and terms of the proposed transaction and the identity of the thirdparty or parties involved.  Upon receiptof such written notice, the other Party shall have the first right to acquirethe Transferring Party’s ownership Interest in Trimble County Unit 1 that theTransferring Party proposes to transfer to the third party or parties, upon thesame terms and conditions which the Transferring Party proposes to make withthe third party or parties.  Within 90days following receipt of such notice, the other Party shall give writtennotice to the Transferring Party stating whether or not it elects to acquirethe Transferring Party’s undivided ownership interest in Trimble County Unit 1which the Transferring Party proposes to dispose of to the third party orparties.  If the Party elects to exerciseits rights to acquire such interest, the Transferring Party, as soon aspracticable, shall execute such instruments as may be necessary and appropriateto effectuate such sale, conveyance, transfer, assignment, lease, or otherdisposition, as the case may be, to the other Party, free and clear of allliens, charges, and encumbrances for which the Transferring Party, as betweenthe Parties, is responsible, including the indenture(s) of the TransferringParty.

 

### 14.2.1                  ConditionsOf Transfer.

###  

Ifthe other Party elects not to acquire the Transferring Party’s ownershipinterest in Trimble County Unit 1, as provided in the first paragraph ofArticle 14.2, the Transferring Party may consummate its proposed transactionwith the third party or parties and dispose of such ownership interest to thethird party or parties, provided, that such transaction is consummated within240 days following receipt by the other Party of the written notice firstreferred to in the first paragraph of Article 14.2; and provided further, thatthe other Party has approved the prospective purchaser as suitable anddesirable as a joint owner of Trimble County Unit 1, although such approval maynot unreasonably be withheld and grounds for withholding such approval shall belimited to such factors as will materially, adversely affect the other Party’sinterests hereunder; provided, however, that where Louisville is theTransferring Party, IMEA’s right to approve the prospective purchaser assuitable and desirable shall be limited to situations in which the proposedtransfer reduces Louisville’s ownership interest in Trimble County Unit 1 toless than fifty (50) percent, or where such proposed transfer conveys, in wholeor part, Louisville’s rights and obligations for operation of Trimble CountyUnit 1 under this Agreement to such third party or parties; and provided,further, that IMEA shall require (as a condition of or in connection with thesale, conveyance, transfer,

 

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assignment,lease, or other disposition, and for the benefit of the other Party) the thirdparty or parties acquiring such ownership interest to assume and agree to bebound by the provisions of this Agreement and any amendments thereto, and infurtherance thereof the provisions of this Agreement shall be amendedappropriately to reflect:

 

the addition of such third party or parties as aparty or parties to this Agreement; and

 

the ownership Interest in Trimble County Unit 1acquired by such third party or parties and the decreased ownership Interest inTrimble County Unit 1 of the Transferring Party; and

 

the rights, duties, and obligations of theTransferring Party and such third party or parties under this Agreement.  Further, the Transferring Party hereby agreesto save the other Party harmless from and against all loss or liability whichthe other Party may incur as a result of any failure by such third party orparties to fulfill its or their duties and obligations under this Agreement andany amendments thereto.  in addition, theconsummation of any transaction by the Transferring Party with a third party orparties shall not release the Transferring Party from any of its debts orliabilities to the other Party which, at the time of the consummation of thetransaction, have accrued under this Agreement, and any amendments thereto,unless the Parties shall agree in writing to the contrary.

 

### 14.2.2                  FurtherConditions Of Transfer.

###  

Theright of the Transferring Party to dispose of such ownership interest to athird party or parties, as set forth in the first paragraph of Article 14.2, issubject to the further condition that the other Party shall be given writtennotice thereof and shall have the further right of first refusal, to the sameextent and by the same procedure described in the first paragraph of Article14.2:

 

if the Transferring Party shall undertake toconsummate its proposed transaction at a time subsequent to 240 days followingreceipt of the written notice first referred to in the first paragraph ofArticle 14.2; or

 

if the Transferring Party shall undertake to disposeof such ownership interest to a third party or parties other than those whoseidentity was disclosed in said notice; or

 

if the Transferring Party shall undertake to disposeof such ownership interest upon different terms and conditions than weredisclosed in said notice.

 

### 14.2.3                  Non-applicability Of Certain Provisions.

###  

Theprovision of the foregoing Articles 14.2, 14.2.1, and 14.2.2 shall continue forthe duration of this Agreement and shall be applicable to each and everyoccasion and whenever either Party desires to dispose of (whether by sale,conveyance, transfer, assignment, lease, or otherwise) all or any portion ofits ownership interest in Trimble County Unit 1 to any third party or parties;provided, that such provisions shall not be applicable to, and each of theParties hereby consents to, the following:

 

the transfer, sale, or assignment to a financiallyresponsible subsidiary, affiliate, or successor of Louisville; or

 

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the transfer, sale, or assignment to a financiallyresponsible successor joint agency to IMEA; provided that if IMEA is dissolvedor liquidated by operation of law or otherwise, and IMEA’s interest herein isnot assumed by a financially responsible successor agency operating as a singleentity, Louisville shall have the immediate option to purchase all of IMEA’sinterest herein at fair market value. For this purpose, fair market value shall be determined by anindependent appraiser selected jointly by the Parties; or

 

the transfer, assignment, pledge, hypothecation,mortgage, or grant (by indenture of mortgage, deed of trust, or otherwise) byeither Party of its ownership interest in Trimble County Unit 1, together withall or substantially all of its other electric utility property, for thepurpose of securing bonds or other obligations for borrowed money issued or tobe issued by it, including the effect of any after acquired property clause ofany such indenture of mortgage, deed of trust, or other instrument now existingor hereafter created by such Party, or the realization on or enforcement ofsuch security or the exercise by the trustee or the mortgagee, or as the casemay be, or the beneficiaries of such security of any of the rights, powers, orprivileges provided for with respect thereto; or

 

the transferring by either Party to a third party ofits undivided ownership interest in Trimble County Unit 1, together with all orsubstantially all of its other electric utility property, whether by sale orpursuant to or as a result of a merger, consolidation, or corporatereorganization.

 

the transferring by Louisville of any interest inTrimble County Unit 1 which transfer would not reduce Louisville’s interest inTrimble County Unit 1 to a level below seventy-five (75) percent.

 

Alltransfers of interest set forth in this Article 14 shall be conditioned uponthe transferee, by written agreement or by operation of law, assuming theobligations of this Agreement, and any amendments thereto, of the Party sotransferring; except that transfer under (c) above shall not be subject to thiscondition prior to any exercise of ownership, control, or possession by thetransferee over the interest transferred.

 

## 14.3                           Transfer of Associated Rights and Interests.

##  

Notransfer (whether by sale, conveyance, assignment, lease, or otherwise) by IMEAof any interests under this Agreement shall be permitted, or shall becomeeffective, unless the interest transferred includes a corresponding andequivalent transfer of IMEA’s associated rights and interests in Trimble CountyUnit 1, the Trimble County General Plant Facilities, and the Trimble CountySite, and unless such transfer is made in full compliance with this Article 14.

 

# **ARTICLE 15**

# **RIGHT OF FIRST REFUSAL**

#  

Ifat any time within twenty years from the Execution Date hereof, Louisvilleshall apply to the Kentucky Public Service Commission for a certificate ofpublic convenience and necessity for the installation at the Trimble CountySite of a coal-fired generating unit for use by its system as a base loadplant, IMEA shall have a right of first refusal to participate in the ownershipof said unit by electing to own 12.12 percent of such unit on the terms setforth herein.  in the event such acertificate is not legally required, Louisville shall use its best efforts togive notice to IMEA

 

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equivalentin time and content to that which would be given where a certificate isrequired.  At least ninety days prior toapplying for such certificate, Louisville shall provide written notice to IMEAof its intention to make such application, and shall provide IMEA withtechnical and economic information available at that time which pertains to theplanned unit, and the estimated cost thereof. IMEA shall have 180 days to elect to participate in such unit.  IMEA’s right to participate in such unitshall lapse and expire unless IMEA provides written notice to Louisville of itsacceptance of such participation within 180 days after the date of Louisville’searlier notice to IMEA.  Within 180 daysof Louisville’s receipt of IMEA’s notice of acceptance, the Parties shallnegotiate in good faith and execute a separate contract incorporating the termsand conditions of this Article, as well as other appropriate terms andconditions, covering the installation and operation of such new unit.

 

ShouldIMEA elect to participate, it shall pay its pro rats share of all actualexpenditures made for Construction Work in connection with such unit and shallmake quarterly progress payments to Louisville as said expenditures areincurred and billed by Louisville to IMEA. in addition to such actual expenditures, IMEA shall pay Louisville aconsulting and construction management fee equal to ten percent of such actualexpenditures.  IMEA’s participation inthe unit shall be subject to all terms and conditions set forth in thisAgreement unless waived in writing by Louisville, or otherwise mutually agreedby the Parties.  Payment of the aboveamounts shall entitle IMEA, in addition to its ownership interest in such unit,to a license to use the Trimble County General Plant Facilities and the TrimbleCounty Site as they pertain to such unit. Subject to IMEA’s right to elect to participate in 12.12 percent of suchunit, nothing herein shall prevent Louisville from selling or offering to sellto any other Party, an ownership or other interest in the remainder of suchunit, or in the Trimble County General Plant Facilities or Trimble County Siteas they pertain to such unit.  The rightof first refusal shall apply only to the next coal-fired generating unit builtat the Trimble County Site for use by Louisville as a base load plant, andshall not extend to any subsequently built unit.

 

# **ARTICLE 16**

# **ASSIGNMENT**

#  

## 16.1                           LimitationOf Assignability.

##  

ThisAgreement shall not be assignable by either Party without the written consentof the other Party, except that no such consent shall be required for IMEA toassign this Agreement (a) as an incident to the disposition of all of itsownership interest in accordance with Articles 14.2, 14.2.1, and 14.2.2 hereofor (b) to the trustee for the tax-exempt revenue bonds issued by IMEA to paythe costs of the acquisition of the IMEA ownership interest in Trimble County Unit1 hereunder; and, further, each of the Parties hereby consents to theassignment of this Agreement as an incident to the disposition of a Party’sownership interest, as permitted by Article 14.2.3.

 

## 16.2                           SuccessorsAnd Assigns.

##  

ThisAgreement shall inure to the benefit of and be binding upon Louisville and IMEAand their respective successors.  ThisAgreement shall inure to the benefit of and be binding upon the assigns ofLouisville and IMEA when such assignment is made in accordance with theprovisions of Article 16.1.

 

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# **ARTICLE 17**

# **LIABILITY AND DEFAULT**

#  

## 17.1                           LiabilityTo Third Parties.

##  

Notwithstandingany provision to the contrary in this Agreement, any liability or any payment,cost, expense, or obligation arising from a claim of liability (afterapplication thereto of any insurance coverage or proceeds) to a third party orparties against one or both of the Parties and arising from the acquisition,planning, engineering, design, licensing, procurement, construction,installation, completion, operation, use, management, control, maintenance,replacement, alteration, modification, renewal, rebuilding or repair,retirement, disposal, or salvaging of Trimble County Unit 1 or any part thereofand the Trimble County General Plant Facilities and the Trimble County Site asthey pertain to Trimble County Unit 1; or from any other action or failure toact by either Party (or its employees, agents, or contractors) in carrying outany of the provisions of this Agreement in regard to Trimble County Unit 1 orany part thereof and the Trimble County General Plant Facilities and theTrimble County Site as they pertain to Trimble County Unit 1, shall be sharedby the Parties in proportion to their respective percentage ownership interestsin Trimble County 1 in all circumstances except where such liability or claimof liability is the result of gross negligence or intentional wrongdoing on thepart of Louisville or IMEA.  If, by reasonof any such liability or claim of liability (after application thereto of anyinsurance coverage or proceeds) to a third party or parties, either Party shallbe called upon to make any payment or to incur any cost, expense, or obligationin excess of that for which it is responsible under the provisions of thepreceding sentence, then the other Party shall reimburse the Party making suchexcess payment or incurring any such excess cost, expense, or obligation to thefull extent of the excess.  Louisvilleshall be solely responsible for third-party claims arising prior to Closing andshall fully indemnify IMEA against any such claim.

 

## 17.2                           LiabilityBetween The Parties.

##  

Exceptas set forth in this Article 17.2, Louisville shall not be liable to IMEA forany loss, cost, damage, or expense incurred by IMEA as a result of any actionor failure to act, under any circumstances, by Louisville (or its employees,agents, or contractors) in carrying out any of the provisions of thisAgreement, except that Louisville will be liable to IMEA for (a) any such loss,cost, damage, or expense which is the result of gross negligence or intentionalwrongdoing on the part of Louisville, and (b) any damage to IMEA caused byLouisville’s negligence, but only if such damage results from Louisville’sfailure to follow Good Utility Practice in operating Trimble County Unit 1;provided, that no liability for failure to follow Good Utility Practice shallexceed, in any one contract year, the amount paid by IMEA to Louisville forservice fees in that same contract year under Article 7.1.6 hereof.

 

Inno event, however, shall Louisville be liable to IMEA with respect to anyclaim, whether based on contract, tort (including negligence), patent,trademark or service mark, or otherwise, for any indirect, special, incidental,or consequential damages, including, but not limited to, loss of profits orrevenues, loss of use of Trimble County Unit 1 or any part thereof and theTrimble County General Plant Facilities and the Trimble County Site as theypertain to Trimble County Unit 1, cost of capital, cost of purchased orreplacement power, claims of the Participants or other customers of IMEA forservice interruptions, or claims of customers of the Participants for serviceinterruption.

 

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Provided,however, that in no event shall Louisville be excused from liability for itsfraudulent acts.

 

## 17.3                           Indemnification.

##  

Subjectto Article 17.2 hereof, each Party (“breaching Party”) hereby agrees toindemnify and hold the other Party (“non-breaching Party”) harmless from,against, and in respect of and shall on demand reimburse the none breachingParty for:

 

any and all loss, liability, or damage resultingfrom any untrue representation, breach of warranty, or non-fulfillment of anycovenant or agreement by the breaching Party contained herein or in anycertificate, document, or instrument delivered to the non-breaching Partyhereunder; and

 

any and all loss suffered by the non-breaching Partydue to the breaching Party’s failure to perform or satisfy any obligationassumed pursuant to this Agreement; and

 

any and all loss resulting from actions, suits,proceedings, claims, demands, assessments, judgments, costs, and expenses,including, without limitation, legal fees and expenses, incident to any of theforegoing or incurred in investigating or attempting to avoid the same or tooppose the imposition thereof, or in enforcing this indemnity.

 

## 17.4                           Nature And Survival Of Representations And Warranties.

##  

Eachrepresentation, warranty, indemnity, covenant, and agreement made by theParties in this Agreement or in any document, certificate, or other instrumentdelivered by or on behalf of the Parties pursuant to this Agreement or inconnection herewith, shall survive the Closing.

 

## 17.5                           Default.

##  

### 17.5.1                  Events Of Default.

###  

Thefollowing shall be Events of Default under this Agreement:

 

#### 17.5.1.1         Failure To Make Payment.

####  

Failureby either Party to make any payment to the other Party required under thisAgreement within sixty (60) days after the date on which such payment becomesdue, or failure by either Party to give any credit to the other Party requiredunder this Agreement for a period of sixty (60) days after the date on whichsuch credit becomes due, or failure by either Party to make payment for aperiod of sixty (60) days after the date on which such payment becomes due toany third party, when failure to do so could result in a lien on any of theproperty included under this Agreement or otherwise adversely affects theinterests of the other Party; provided, however, that no Party shall be indefault if the amount it owes hereunder can be offset in whole within sixty(60) days after the date on which such amount became due and payable, by theParty to whom that sum is owed under this Agreement.

 

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#### 17.5.1.2         Failure to Perform.

 

Failureby either Party to perform any material obligation, duty, or responsibility inaccordance with the provisions of this Agreement.

 

### 17.5.2                  Curing Default in Regard To Paring Money.

###  

Asto any default resulting from the failure to pay money, the defaulting Partymay remedy its default (when its default is the failure to pay money) by payingto the non-defaulting Party on or before ninety (90) days from the date the paymentbecomes due:

 

(a)                                  the sums due; and

 

(b)                                 interest on the sums due at the Agreed Ratefrom the date of default until paid; and

 

(c)                                  any other costs incurred by thenon-defaulting Party as a result of such default.

 

### 17.5.3                  Curing Default For Other Than Failure To Pay Money.

###  

AParty in default for reasons other than the failure to pay money may cure suchdefault by performing such act as is necessary to cure the default and bypaying the non-defaulting Party on or before ninety (90) days from the date suchdefault occurred, any sums due under Article 17.3 hereof.

 

### 17.5.4                  Non-Applicability of Cure Provisions.

###  

Articles17.5.2 and 17.5.3 hereof shall not be applicable to any event of defaultrelating to pre-Closing or Closing activities set forth in this Agreement.  Cure periods under Articles 17.5.2 and 17.5.3will not operate to extend the time specified in any other Article of thisAgreement for the performance or occurrence of any act or event, unlessotherwise specified.

 

### 17.5.5                  AppointmentOf A Receiver.

###  

Inthe event the default continues for a period of 180 days, then thenon-defaulting Party may have a receiver appointed by a state or federal courtsitting in Louisville, Kentucky to take control of and operate the defaultingParty’s interest in the facilities and perform in accordance with the terms ofthis Agreement.

 

### 17.5.6                  AdditionalObligations.

###  

Withrespect to any Party as to which an Event of Default has occurred, such Partyshall use its best efforts to take any and all such further actions and shallexecute and file where appropriate any and all such further legal documents andpapers as may be reasonable under the circumstances in order to facilitate thecarrying out of this Agreement or otherwise effectuate its purpose, includingbut not limited to action to seek any required governmental or regulatoryapproval and to obtain any other required consent, release, amendment, or othersimilar document.

 

### 17.5.7                  Waivers.

###  

Nowaiver of any default or Event of Default hereunder shall extend to or affectany subsequent default or Event of Default or shall impair any rights orremedies consequent thereon.  No

 

38

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delayor omission to exercise any remedy available upon any Event of Default shallimpair any Party’s right to exercise such remedy or shall be construed to be awaiver thereof, but any such remedy may be exercised from time to time and asoften as may be deemed expedient.  Inorder to entitle each Party hereto to exercise any remedy conferred upon orreserved by it in this Article 18, notice shall be provided in accordance withArticle 21.2 hereof.

 

### 17.5.8                  Legal AndOther Costs.

###  

Inthe event that any Party (the “Defaulting Party”) defaults in its obligationsunder this Agreement and, as a result thereof, the other Party (the“Non-Defaulting Party”) seeks to legally enforce its rights hereunder againstthe Defaulting Party, then, in addition to all damages and other remedies towhich the Non-Defaulting Party is entitled by reason of such default, theDefaulting Party shall promptly pay to the Non-Defaulting Party an amount equalto all costs and expenses (including reasonable attorneys’ fees) paid orincurred by the Non-Defaulting Party in connection with such enforcement.

 

## 17.6                           ForceMajeure.

##  

Inno event shall either Party be liable to the other Party for failure by suchParty to perform any of its obligations under this Agreement because of ForceMajeure.  Nothing contained herein shallbe construed to require a Party to settle any strike, lockout, work stoppage,or other industrial disturbance or dispute in which it may be involved or totake an appeal from any judicial, regulatory, or administrative action.  Any Party rendered unable to fulfill any ofits obligations under this Agreement by reason of Force Majeure shall exercisedue diligence to remove such inability with all reasonable dispatch.  In the event either Party is unable, in wholeor in part, to perform any of its obligations by reason of Force Majeure, otherthan obligations to make payments hereunder, the obligations of the Partyrelying thereon, insofar as such obligations are affected by such ForceMajeure, shall be suspended during the continuance thereof but no longer.  The obligation of IMEA to make payments asset forth in Articles 7 and 8 shall be unconditional and absolute, and shallnot be subject to reduction, setoff, or claim of Force Majeure.  The Party invoking the Force Majeure shallspecifically state the full particulars of the Force Majeure and the time anddate when the Force Majeure occurred. Notices given by telephone under the provision of this Article shall beconfirmed in writing as soon as reasonably possible.  When the Force Majeure ceases, the Partyrelying thereon shall give immediate notice thereof to the other Party.  This Agreement shall not be terminated byreason of Force Majeure but shall remain in full force and effect.

 

# **ARTICLE 18**

# **ADMINISTRATION**

#  

## 18.1                           CoordinationCommittee.

##  

Fromtime to time various administrative, financial, and technical matters may arisein connection with the terms and conditions of this Agreement which willrequire the cooperation and consultation of the Parties and interchange ofinformation. As a means of providing for such consultation, interchange,decision making, or ratification, a Coordination Committee is herebyestablished with functions as described in Article 18.4 below. However, suchCommittee shall not diminish in any manner the authority of Louisville as setforth in the various sections of this Agreement.

 

39

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## 18.2                           Membership.

##  

TheCoordination Committee shall have one member from each Party that has anownership interest in Trimble County Unit 1. Within 60 days after execution ofthis Agreement, each Party shall designate in writing its Representative and atleast one alternate on the Coordination Committee and shall promptly givewritten notice thereof to the other Party. Thereafter, each Party shallpromptly give written notice to the other Party of any change in thedesignation of its Representative on the Coordination Committee. The Chairmanof the Coordination Committee shall be the Louisville Representative, who shallbe responsible for calling meetings and establishing agenda. Each Party,however, shall have the right to have an item included on the agenda. Allactions taken by the Coordination Committee must be by majority vote, with eachParty entitled to vote in shares equal to its ownership interest. TheCoordination Committee may also act without a meeting by telephone conferenceor notational voting by correspondence. Majority vote shall not be required foreither Party to invoke the procedure under Article 19.2 for handlingdisagreements after the Commercial Operation Date.

 

## 18.3                           Meetings.

##  

TheCoordination Committee shall meet annually on a date and at a location to beannounced by the Chairman at least thirty (30) days in advance. Such othermeetings as are reasonably required may be called by either member with as muchadvance notice as is practical. Meetings may be attended by otherrepresentatives of the Parties.

 

## 18.4                           Functions.

##  

TheCoordination Committee shall have the following functions:

 

(a)                                  Provide liaison between the Parties at themanagement level and exchange information with respect to significant mattersof licensing, design, construction, operation, and maintenance of TrimbleCounty Unit 1 and the Trimble County General Plant Facilities and the TrimbleCounty Site as they pertain to Trimble County Unit 1.

 

(b)                                 Appoint Ad Hoc Committees, the members ofwhich need not be members of the Coordination Committee, as necessary toperform detailed work and conduct studies regarding matters requiringinvestigation.

 

(c)                                  Review and discuss disputes arising underthis Agreement.

 

(d)                                 Provide llama between the Fifties withrespect to the . financial and accounting aspects of Incremental Capital Assetsand operation of Trimble County Unit 1 and perform those functions set forth inArticle 6.1 hereof.

 

(e)                                  Provide a liaison between the Parties withrespect to the financial ad accounting aspects of the ownership of theproperty.

 

(f)                                    Review and approve budgets for operation,maintenance, and Incremental Capital Assets, including retirement offacilities, which affect Trimble County Unit I and the Trimble County GeneralPlant Facilities ad the Trimble County Site as they pertain to Trimble CountyUnit 1.

 

40

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(g)                                 Perform such other duties as set forthpursuant to the other Articles of this Agreement.

 

## 18.5                           Records.

##  

TheCoordination Committee shall keep written records of all meetings.

 

## 18.6                           Expenses.

##  

EachParty shall be responsible for the personal expenses of its Representative andits other attendees. All other expenses incurred in connection with theperformance by the Coordination Committee of its functions shall be allocatedand paid as determined by the Coordination Committee.

 

## 18.7                           Conduct.

##  

Membersof the Coordination Committee shall use their reasonable best efforts toperform Committee functions by taking into account Good Utility Practice.

 

# **ARTICLE 19**

# **DISAGREEMENT**

#  

## 19.1                           Consultation.

##  

Inaccordance with the provisions of Article 18, the members of the CoordinationCommittee will consult in connection with any major matter arising under thisAgreement.

 

## 19.2                           Disagreement After Commercial Operation.

##  

If,after the Commercial Operation Date of Trimble County Unit 1, any disagreementarises on major operation and maintenance matters pertaining to Trimble CountyUnit 1, major capital matters pertaining to Trimble Unit 1, or major retirementmatters, or other matters arising under this Agreement, pertaining to TrimbleCounty Unit 1 (“plant subjects”), such matters shall be discussed by theCoordination Committee and timely mutual agreement sought in regard thereto. ifeach of the members of the Coordination Committee agrees to the resolution ofany plant subject, such agreement shall be reported in writing to and shall bebinding upon the Parties — within the authority of the Coordination Committeeas stated in Article 18.  In the unlikelyevent that each of the members of the Coordination Committee Is unable to reachagreement within a reasonable time (giving due cognizance to the operating andmaintenance schedules of Trimble County Unit 1 and all other pertinentcircumstances) with respect to any plant subject under consideration, thePresident of Louisville or the General Manager of IMEA can, by written noticeto ~’~e members of the Coordination Committee, withdraw the matter fromconsideration by the Coordination Committee and submit the same for resolutionto the President of Louisville and the General Manager of IMEA. If these seniorrepresentatives of the Parties agree to a resolution of the matter, suchagreement shall be reported in writing to and shall be binding upon theParties; but if said senior representatives fail to resolve the matter withinseven days after its submission to them, then the matter may proceed toarbitration as provided in Article 19.3.

 

41

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## 19.3                           Arbitration.

##  

Ifa disagreement should arise with respect to any plant subject which is notresolved by the Coordination Committee or the senior representatives of theParties as provided in Article 192 or any other disagreement concerning thisAgreement, then such disagreement may be settled by an Arbitration Board, whichshall consist of three arbitrators as hereinafter provided, in accordance withthe provision of this Article 19.3. If, after the procedure for resolving suchdisagreement by the Coordination Committee or the senior representatives of theParties as provided in Article 192 has been exhausted, either Party desiresthat such disagreement shall be settled by arbitration, it shall serve writtennotice upon the other Party setting forth in detail such disagreement withrespect to which arbitration is desired. Such disagreement shall be settled by arbitration if, after receipt ofsuch written notice, both of the Parties shall agree in writing that suchdisagreement shall be settled by arbitration. Within a period of thirty (30) days from the date of such agreement inwriting to settle such disagreement by arbitration, each Party shall select onearbitrator.  Within a period of sixty(60) days from the date of such agreement in writing to settle suchdisagreement by arbitration, the two arbitrators so selected shall meet andselect one additional arbitrator.  Ifeither or both of the two arbitrators to be selected by the Parties, as hereinprovided, are not so selected within the specified 30-day period, or if the twoarbitrators selected by the Parties shall fail to agree upon the selection ofthe additional arbitrator within the specified 60-day period, either Party may,upon written notice to the other Party, apply to the American ArbitrationAssociation for the appointment of the arbitrator or arbitrators who have notbeen so selected and such Association shall thereupon be empowered to selectsuch arbitrator or arbitrators.

 

Thearbitration proceedings shall be conducted In Louisville, Kentucky unlessotherwise mutually agreed.  TheArbitration Board shall afford adequate opportunity to both of the Parties topresent information with respect to the disagreement submitted to arbitrationand may request further information from either Party.  Except as provided in the preceding sentence,the Parties may, by mutual agreement, specify the rules which are to govern anyproceeding before the Arbitration Board and limit the matters to be consideredby the Arbitration Board, In which event the Arbitration Board shall begoverned by the terms and conditions of such agreement. In the absence of anysuch agreement respecting the rules which are to govern any proceeding, thethen current rules of the American Arbitration Association for the conduct ofcommercial arbitration shall govern the proceedings, except that if such rulesshall conflict with the then current provisions of the laws of Kentuckyrelating to arbitration, such conflict shall be governed by the then currentprovisions of the laws of Kentucky relating to arbitration.

 

Proceduralmatters pertaining to the conduct of the arbitration and the award of theArbitration Board shall be made upon a determination of a majority of thearbitrators. The Parties shall, however, be entitled to all discovery providedfor by the Kentucky Rules of Civil Procedure. The findings and award of the Arbitration Board, so made upon adetermination of a majority of the arbitrators, shall be final and conclusivewith respect to the disagreement submitted for arbitration and shall be bindingupon the Parties, except as otherwise provided by law.  Each Party shall pay the fee and expenses ofthe arbitrator selected by or for it, together with the costs and expensesincurred by it in the preparation of its case to the arbitrators.  The fee and expenses of the third arbitratorselected in accordance with this Article 19.3 shall be assigned in equal partsto the Parties, and each Party shall assume and pay the portion of such fee andcosts so assigned to it.  Judgment uponthe award may be entered in any court having jurisdiction.  In the event the Parties do not agree toarbitrate, each shall have the right to take appropriate judicial action.

 

42

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## 19.4                           ObligationsTo Make Payments.

##  

Ifa disagreement should arise from any plant subject which is not resolved by theCoordination Committee or the senior representatives of the Parties as providedin Article 19.2, then, pending the resolution of the disagreement by arbitrationand/or litigation, Louisville shall continue to operate Trimble County Unit 1and make necessary Incremental Capital Assets in a manner consistent with thisAgreement, and IMEA shall continue to make all payments required in accordancewith the applicable provisions of this Agreement.

 

# **ARTICLE 20**

# **REMEDIES**

#  

## 20.1                           AllRemedies - Setoff.

##  

Inthe event either Party (the “Defaulting Party”) fails to pay when due anyamount owing by it to the other Party (the “Non-Defau1ting Party”) under thisAgreement or the Interchange Agreement or fails to perform or observe anycovenant, condition, or agreement to be performed or observed under thisAgreement or the Interchange Agreement, the Non-Defaulting Party shall haveavailable to it all remedies, legal and equitable, including, withoutlimitation those available in order to enforce payment of any such amount orperformance or observance of any such covenant, condition, or agreement,subject to the defaulting Party’s rights to cure default under Article 17.5.  All overdue payments, whether occurringbefore or after the Commercial Operation Date of Trimble County Unit 1, shallbear interest at the Agreed Rate. Further, the Non-Defaulting Party shall have the right to setoff againstany amount owed to it by the Defaulting Party the amount of any payment whichsuch Party has failed to pay when due under this Agreement or the InterchangeAgreement.  In addition, theNon-Defaulting Party shall have the other rights and remedies available to itunder this Article 20.

 

## 20.2                           InjunctiveRelief.

##  

TheParties hereto agree and acknowledge that the failure to perform any of theirobligations under this Agreement, including the execution of legal documentswhich may be reasonably requested as set forth in this Article, would cause irreparableinjury to the other Party and that the remedy at law for any violation orthreatened violation thereof would be inadequate, and agree that the otherParty shall be entitled to a temporary or permanent injunction or otherequitable relief specifically to enforce such obligation without the necessityof proving the inadequacy of its legal remedies.

 

## 20.3                           No RemedyExclusive.

##  

Noremedy conferred upon or reserved to the Parties hereto in this Agreement isintended to be exclusive of any other remedy or remedies available hereunder ornow or hereafter existing at law, in equity, or by statute or otherwise, buteach and every such remedy shall be cumulative and shall be in addition toevery other such remedy. The pursuit by any Party of any specific remedy shallnot be deemed to be an election of that remedy to the exclusion of any other orothers, whether provided hereunder or by law, equity, or statute.

 

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## 20.4                           20.4

##  

IfIMEA fails to make any payment of its share of the cost of Incremental CapitalAssets after the Closing, Louisville shall have the right, at its election, togive written notice of such failure to IMEA. If such overdue payment and allother overdue payments, if any, of IMEA’s share of the cost of the IncrementalCapital Assets after the Closing, together with interest on such overduepayment or payments, are not paid within ninety (90) days after the giving ofthe written notice first referred to in this paragraph, then (a) IMEA’s rightsto make any further payments of its share of the cost of the IncrementalCapital Asset shall thereupon terminate, and (b) the respective percentageownership interests in Trimble County Unit 1 shall be adjusted in accordancewith the following formula:

 

ADD = ALGE*IPCT/(IMEA+ALGE)

 

where:

 

ADD    =                                                 Additional percentage ownership interestaccruing to Louisville as a result of making its additional investment tocomplete construction of Incremental Capital Assets (there shall be acorresponding reduction in the percentage ownership interest of IMEA in TrimbleCounty Unit 1 and the Trimble County Site).

 

IMEA   =                                               Investment made by IMEA for its respectivepercentage ownership interest in Trimble County Unit 1, the Trimble County Siteand its nonexclusive license with respect to the Trimble County General PlantFacilities to the time of the written notice first referred to in this Article20.4.

 

ALGE   =                                                Additional investment made by Louisville tocomplete construction of Incremental Capital Assets as aforesaid.

 

IPCT    =                                                IMEA'spercentage ownership interest in Trimble County Unit 1 at the time of thewritten notice first referred toin this Article 20.4.

 

# **ARTICLE 21**

# **MISCELLANEOUS**

 

## 21.1                           Governing Law.

##  

Thevalidity, interpretation, and performance of this Agreement and each of itsprovisions shall be governed by the laws of the Commonwealth of Kentucky,except that the power and authority of IMEA to enter into this Agreement shallbe governed by the laws of the State of Illinois.

 

## 21.2                           Notice ToParties.

##  

Unlessotherwise specifically provided by other provisions of this Agreement, anynotice, consent, or other communication required to be made under thisAgreement shall be addressed to or made by such officer, agent, representative,or employee of each Party as such Party may, from time to time, designate inwriting, provided that any written notice required to be made pursuant toArticles 14, 18, and 19.3 hereof shall be delivered in person, by prepaidtelegram, or by registered or certified mail, to the named officer of the Partyat the address listed below; provided, that either Party may, from time totime, change such designated officer or the address thereof by giving written

 

44

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noticeof such change to the other Party. Any requirement for notice in writing may bemet by telex, telecopy, or other electronic means of communicating written orprinted material, if promptly confirmed in writing.

 

TO Louisville: .

 

President

Louisville Gas and Electric Company

220 West Main Street (40202)

Post Office Box 32010

Louisville, Kentucky 40232

 

TO IMEA:

 

General Manager

Illinois Municipal Electric Agency

919 South Spring Street

Springfield, Illinois 62704

 

## 21.3                           Article Headings Not To Affect Meaning.

##  

Thedescriptive headings of the various Articles of this Agreement have beeninserted for convenience of reference only and shall in no way modify orrestrict any of the terms or provisions hereof.

 

## 21.4                           Counterparts.

##  

ThisAgreement may be executed simultaneously in two or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constituteone and the same instrument.

 

## 21.5                           Time.

##  

Louisvilleand IMEA agree that time is of the essence in this Agreement.

 

## 21.6                           Severability.

##  

Inthe event that any provision of this Agreement, or the application of any suchprovision to any person or circumstance, shall be held Invalid orunenforceable, the remainder of this Agreement, or the application of suchprovision to persons or circumstances other than those as to which it is heldinvalid or unenforceable, shall not be affected thereby.

 

## 21.7                           Integration.

##  

Theterms and provisions contained in this Agreement and the Interchange Agreementconstitute the entire agreement between Louisville and IMEA in regard to therespective matters of said Agreement, and shall supersede all previouscommunications, representations, or agreements, either oral or written, betweenLouisville and IMEA with respect to the respective subject matters of saidAgreements.

 

45

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## 21.8                           ComputationOf Time.

##  

Incomputing any period of time prescribed or allowed by this Agreement, the dayof the act, event, or default from which the designated period of time beginsto run shall not be included. The last day of this period so computed shall beincluded, unless it is a Saturday, Sunday, or legal holiday in Kentucky, inwhich event the period shall run until the end of the next day which is neithera Saturday, Sunday, nor legal holiday.

 

## 21.9                           Waiver.

##  

Anywaiver at any time, by either Party, of its rights with respect to the otherParty, or with respect to any other matter arising in connection with thisAgreement, shall not be considered a waiver with respect to any subsequentdefault or matter.

 

## 21.10                     EqualOpportunity Clause.

##  

Duringthe performance of those parts of this Agreement relating to the constructionby a Party of any Incremental Capital Assets, such Party agrees as follows:

 

(a)                                  Such Party will not discriminate against anyemployee or Applicant for employment because of race, color, religion, sex, ornational origin.  Such Party will takeaffirmative action to Insure that applicants are employed, ad that employeesare treated, during employment, without regard to their race, color, religion,sex, or national origin. Such action shall Include, but not be limited to, thefollowing employment, upgrading, demotion, or transfer recruitment orrecruitment advertising; layoff or termination; rates of pay it other forms ofcompensation; and selection for training. including apprenticeship. Such Partyagrees to post, In conspicuous plans, available to employees and applicants foremployment, notices setting forth the provisions of this. Non-discriminationclause;

 

(b)                                 Such Party will, In all solicitations oradvertisements for employees place by or on behalf of such Party, state thatall qualified applicants will receive consideration for employment withoutregard to race, color, religion, sex, or national origin;

 

(c)                                  Such Party will send to each labor union orrepresentative of workers with which it has a collective bargaining agreementor other contract or understanding a notice, to be provided, advising the saidlabor union or workers’ representative, of such Party’s commitments under thisArticle 21.10, and shall post copies of the notice in conspicuous places,available to employees and applicants for employment.

 

(d)                                 Such Party will comply with all provisions ofExecutive Order No. 1124 of September 24, 1965, and of the rules, regulations,and relevant orders of the Secretary of Labor.

 

(e)                                  Such Party will furnish all information adreports required by Executive Order No. 11246 of September 24, 1965, and by therules, regulations, and orders of the Secretary of Labor, or pursuant thereto,and will permit access to Its books, records, and accounts by the administeringagency and the Secretary of Labor, for purposes d Investigation, to ascertaincompliance with such rules, regulations, and orders;

 

46

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(f)                                    In the event of such Party’s noncompliancewith the non-discrimination clauses of this Agreement, or with any of the saidrules, regulations, or orders of this Agreement may be canceled, terminated, orsuspended, in whole or In part, and such Party may be declared Ineligible forfit Government contracts or federally assisted construction contracts Inaccordance with procedures authorized in Executive Order No. 11246 of September24, 1965, and such other sanctions may be imposed and remedies Invoked asprovided In said Executive Order or by rule, regulation, or order of theSecretary of Labor, or as otherwise provided by law;

 

(g)                                 Such Party will Includes the words “Duringthe performance of this contract, the contractor agrees as follows:” followedby the provisions of sections (a) through if) of this Article 21.10 In everysubcontract or purchase order, unless exempted by rules, regulations, or ordersor the Secretary of Labor issued pursuant to Section 204 of Executive Order No.11244 of September 24, 1965, so that such provisions will be binding upon eachsubcontractor or vendor. Such Party will take such action with respect with anysubcontract or purchase order as the administering agency may direct as a meansof enforcing such provisions, including sanctions for non-compliance provided,however, that in the event such Party becomes involved in, or Is threatenedwith, litigation by a subcontractor or vendor as a result of such direction bythe administering agency, such Party may request the United States to enterinto such litigation to protect the Interests of the United States;

 

(h)                                 For purposes of this Agreement, the term‘this Agreement, as used in this Article 21.10 shall mean those parts of thisAgreement relating to the construction by such Party of any additions,betterments, or improvements to the property. Nothing In this Article 21.10shall be construed to prevent such Party from resisting, challenging,contesting, or appealing any law, statute, regulation, or decision of anyfederal, state, or local government or agency which such Party claims to be ininvalid, unlawful, arbitrary, or capricious.

 

## 21.11                     Non-SegregatedFacilities.

##  

EachParty certifies further that it will not maintain or provide for its employeesany segregated facilities at any of its establishments, and that it will notpermit its employees to perform their services at any location, under itscontrol, where segregated facilities are maintained. Each Party agrees that abreach of this certification is a violation of the Equal Opportunity Clause inthis Agreement. As used in this certification, the term “segregated facilities”means any waiting rooms, work areas, rest rooms and washrooms, restaurants, andother eating areas, time clocks, locker rooms and other storage or dressingareas, parking lots, drinking fountains, recreation or entertainment areas,transportation, or housing facilities provided for employees which aresegregated by explicit directive or are, in fact, segregated on the basis ofrace, color, religion, or national origin, because of habit, local custom, orotherwise. Each Party agrees that (except where it has obtained identicalcertifications from proposed subcontractors for specific time periods) it willobtain identical certifications from proposed subcontractors prior to the awardof subcontracts exceeding $10,000 which are not exempt from the provisions ofthe Equal Opportunity Clause, and that it will retain such certifications InIts files.

 

Nothingin this Article 21.11 shall be construed to prevent any Party from resisting,challenging, contesting, or appealing any law, statue, regulations, or decisionof any federal, state, or local government or agency which the Party claims tobe invalid, unlawful, arbitrary, or capricious.

 

47

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## 21.12                     Condemnation.

##  

Inthe event any portion of Trimble County Unit 1, or any portion of the TrimbleCounty Site or the Trimble County General Plant Facilities as they pertain tothe Parties’ use of Trimble County Unit 1, shall be condemned and taken byexercise of any right of eminent domain or for public or quasi-public use, andthe Parties hereto are able to continue their use and operation of theremaining portion thereof, this Agreement shall not terminate. The proceeds ofany payment of any award or compensation arising from such condemnation (net ofany expenses of any nature incurred by the Parties with respect thereto, whichexpenses shall be fully reimbursed to the Party or Parties incurring suchexpenses) shall be apportioned between Louisville and IMEA on the basis oftheir respective ownership interests in Trimble County Unit 1.  In the event that all of Trimble County Unit1, or all of the Trimble County Site, and the Trimble County General PlantFacilities as they pertain to the Parties’ use of Trimble County Unit 1, shallbe condemned and taken by exercise of any right of eminent domain or for publicor quasi-public use, this Agreement shall terminate as of the date of saidtaking and the proceeds of any award or compensation arising from suchcondemnation (net of any expenses of any nature incurred by the Parties withrespect thereto, which expenses shall be fully reimbursed to the Party orParties incurring such expenses) shall be apportioned between Louisville andIMEA on the basis of their respective ownership interests in Trimble CountyUnit 1.

 

# **ARTICLE 22**

# **TERM AND TERMINATION**

#  

## 22.1                           Termination.

##  

ThisAgreement shall terminate at such time as those activities which are necessaryto retire Trimble County Unit 1 from service have been completed. Retirementfrom service shall include, without limitation: dismantling, demolishing, andremoval of equipment, facilities, and structures; security; maintenance;disposing of debris; and any site work necessary to lawfully and responsiblyeffect such retirement. Termination of this Agreement, however, shall notterminate or affect, as between the Parties, the continued liability, if any,of the Parties for environmental considerations or other obligations imposed bylaw.

 

## 22.2                           RetirementOf Property.

##  

TheCoordination Committee shall have authority in decisions regarding theretirement from service of any and all property included in Trimble County Unit1 and Trimble County General Plant Facilities which, in the CoordinationCommittee’s judgement, is damaged, worn out, unreliable, obsolescent, orotherwise unfit for use. However, Trimble County Unit 1 shall not be retiredfrom service as a generating unit without the written consent of IMEA prior tothe earlier of:

 

(a)                                  the expiration of 35 years following theCommercial Operation Date of Trimble County Unit 1; or

 

(b)                                 the final maturity date of the projectrevenue bonds originally issued by IMEA to finance its Initial ownershipInterest in Trimble County Unit 1, or the final maturity date of any bondsissued by IMEA to refund such originally issued bonds.

 

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Afterthe expiration of the applicable period in the preceding sentence, theCoordination Committee shall have the right to retire Trimble County Unit 1from service as a generating unit at any time.

 

## 22.3                           RetirementCosts.

##  

Allcosts (less salvage credits, if any) associated with retirement of TrimbleCounty Unit 1 and the Trimble County General Plant Facilities and the TrimbleCounty Site as they pertain to Trimble County Unit 1, including, withoutlimitation, dismantling, demolishing, and removal of equipment, facilities, andstructures; security; maintenance; disposing of debris; and any site worknecessary to lawfully and responsibly effect such retirement, shall be . sharedby the Parties in proportion to their respective percentage ownership interestsin Trimble County Unit 1.  Payments forthese costs (less salvage credits, if any) as they are expected to be incurred,shall be made in accordance with the provisions of Article 8. If such salvagecredits exceed such costs, the difference shall be shared by the Parties Inproportion to their respective percentage ownership interests In Trimble CountyUnit 1.

 

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INWITNESS WHEREOF, each of the Parties has caused this Agreement to be dulyexecuted.

 
|      | LOUISVILLE  GAS AND ELECTRIC COMPANY |
|-----------|--------------------------------------|
|      |                                 |
|      |                                 |
| Attest:   |                                 |   | By: |   |   |
|      |                                 | Senior  Vice President - Operations |
|      |                                 |
|      |                                 |
|      | ILLINOIS  MUNICIPAL ELECTRIC AGENCY  |
|      |                                 |
|      |                                 |
| Attest:   |                                 |   | By: |   |   |
| Secretary | President  – Board of Directors |

 

50

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APPENDICES

 

Appendicesto Participation Agreement

 
| Appendix |   | A.     |   | Bill of Sale                                                      |
|----------|--------|--------|--------|-------------------------------------------------------------------|
|     |   |   |   |                                                              |
| Appendix |   | B.     |   | Trimble County Unit  No. 1 List                                   |
|     |   |   |   |                                                              |
| Appendix |   | C.     |   | License  Agreement and Trimble County General Plant Facility List |
|     |   |   |   |                                                              |
| Appendix |   | D.     |   | Known  Detects at Execution Date                                  |
|     |   |   |   |                                                              |
| Appendix |   | E.     |   | General  Warranty Deed                                            |
|     |   |   |   |                                                              |
| Appendix |   | F.     |   | Easement:  Louisville to IMEA                                |
|     |   |   |   |                                                              |
| Appendix |   | G.     |   | Easement:  I~A to Louisville                                      |
|     |   |   |   |                                                              |
| Appendix |   | H.     |   | Certificate  of Satisfactory Completion of Performance Tests      |

 

51

----

 

APPENDIXA

 

BILL OF SALE

 

LOUISVILLEGAS AND ELECTRIC COMPANY, a Kentucky corporation, 220 West Main Street, P.O.Box 32010, Louisville, Kentucky 40232, (“Seller”) and ILLINOIS MUNICIPALELECTRIC AGENCY, an Illinois municipal corporation, 919 South Spring Street ,Springfield, Illinois 62704, (“Buyer”), for value received and in accordancewith the covenants and conditions set forth in the Participation Agreement byand between Seller and Buyer, dated September 24, 1990, as amended by theAmendment to Participation Agreement dated January 22, 1991, and incorporatedby reference herein (“Agreement”), and as part of the consideration for theperformance of said Agreement, Seller hereby grants, bargains, transfers, sellsand delivers unto Buyer, all of Seller’s right, title and interest in a 12.12%undivided interest as tenants in common in Trimble County Unit 1, as defined inthe Agreement arid as more particularly described in Appendix B to theAgreement, and pursuant to the terms of the Agreement.

 

Sellerhereby represents, warrants and covenants that it is the sole and lawful ownerof the property described in this Bill of Sale, and has the full right, powerand authority to sell and transfer the same.

 

52

----

 

INWITNESS WHEREOF, the undersigned have executed this Bill of Sale by their dulyauthorized officers this 28th day of February, 1991.

 
|      | SELLER:                                               |
|-----------|-------------------------------------------------------|
|      | LOUISVILLE  GAS AND ELECTRIC COMPANY                  |
| Attest:   |                                                  |   | By: |   |   |
|      | Frederick Wright,

Senior Vice President-  Operations |
|      |                                                  |
|      |                                                  |
|      | BUYER:                                                |
|      |                                                  |
|      | ILLINOIS  MUNICIPAL ELECTRIC AGENCY                   |
|      |                                                  |
|      |                                                  |
| Attest:   |                                                  |   | By: |   |   |
| Secretary | Martin  F. Johnson,  President                        |

 

53

----

 

APPENDIXB

 

TrimbleCounty Unit 1

 

STRUCTURES

 
| A.     |   | Unit  Structure                             |
|--------|--------|---------------------------------------------|
|   |   |                                        |
| 1.     |   | Concrete                                    |
| a.     |   | Base  Pad Foundation                        |
| b.     |   | Base  Pad Finish Floor                      |
| c.     |   | Elevated  Floors                            |
| d.     |   | Equipment  Foundations                      |
|   |   |                                        |
| 2.     |   | Steel  Structures                           |
| a.     |   | Boiler  and Air Preheater Room Steel        |
| b.     |   | Turbine  Room Steel                         |
| c.     |   | Stairways                                   |
| d.     |   | Equipment  Platforms                        |
|   |   |                                        |
| 3.     |   | Enclosures                                  |
| a.     |   | Partial  Insulated Multi-Layer Metal Siding |
| b.     |   | Partial  Uninsulated Metal Siding           |
| c.     |   | Concrete  & Built-Up Roof               |
|   |   |                                        |
| B.     |   | Draft  Equipment                            |
|   |   |                                        |
| 1.     |   | Concrete                                    |
| a.     |   | Equipment  Foundations                      |
|   |   |                                        |
| C.     |   | Boiler  Feed and Service Water Equipment    |
|   |   |                                        |
| 1.     |   | Concrete                                    |
| a.     |   | Equipment  Foundations                      |
|   |   |                                        |
| D.     |   | Coal  Mills                                 |
|   |   |                                        |
| 1.     |   | Concrete                                    |
| a.     |   | Equipment  Foundations                      |
|   |   |                                        |
| E.     |   | Electrostatic  Precipitator                 |
|   |   |                                        |
| 1.     |   | Concrete                                    |
| a.     |   | Foundations                                 |
| b.     |   | Base  Slab                                  |
|   |   |                                        |
| 2.     |   | Steel  Structures                           |
| a.     |   | Column  & Girders                       |
| b.     |   | Stairways                                   |

 

54

----

 
| 3.                               |   | Enclosures                      |
|----------------------------------|--------|---------------------------------|
| a.                               |   | Metal  Siding                   |
| b.                               |   | ESP  End Walls                  |
|                             |   |                            |
| F.                               |   | Sulphur  Dioxide Removal System |
|                             |   |                            |
| 1.                               |   | Concrete                        |
| a.                               |   | Foundations                     |
| b.                               |   | Base  Slab                      |
| c.                               |   | Equipment  Foundations          |
|                             |   |                            |
| 2.                               |   | Steel  Structures               |
| a.                               |   | Column  & Girders           |
| b.                               |   | Stairways                       |
|                             |   |                            |
| 3.                               |   | Enclosures                      |
| a.                               |   | Insulated  Metal Siding         |
| b.                               |   | Concrete  & Built-Up Roof   |
|                             |   |                            |
| G.                               |   | Bottom  Ask Handling            |
|                             |   |                            |
| 1.                               |   | Concrete                        |
| a.                               |   | Equipment  Foundations          |
|                             |   |                            |
| H.                               |   | Turbine  Generator              |
|                             |   |                            |
| 1.                               |   | Concrete                        |
| a.                               |   | Equipment  Foundations          |
|                             |   |                            |
| I.                               |   | Boiler                          |
|                             |   |                            |
| 1.                               |   | Steel  Structures               |
| a.                               |   | Support  Steel                  |
|                             |   |                            |
| EQUIPMENT  AND SYSTEM COMPONENTS |
|                             |
| A.                               |   | Unit  Structure                 |
|                             |   |                            |
| 1.                               |   | Masonry  Blockwork              |
| 2.                               |   | HVAC                            |
| 3.                               |   | Roof  Drains                    |
| 4.                               |   | Passenger  Elevator             |
| 5.                               |   | Conduit  &Cable Tray        |
| 6.                               |   | Lighting                        |
| 7.                               |   | 6900  Volt Equipment            |
| 8.                               |   | 480  Volt Equipment             |
| 9.                               |   | 208/110  Volt Equipment         |
| 10.                              |   | Control  & Logic Room       |
| 11.                              |   | Batteries  & Chargers       |

 

55

----

 
| 12.    |   | Uninterruptible  Power Supply            |
|--------|--------|------------------------------------------|
| 13.    |   | Station  Fuel Oil Piping                 |
| 14.    |   | Ignition  Oil Piping                     |
| 15.    |   | Main  Steam Piping                       |
| 16.    |   | Hot  & Cold Reheat Piping            |
| 17.    |   | Condensate  Piping                       |
| 18.    |   | Gland  Seal Piping                       |
| 19.    |   | Attemperator  Piping                     |
| 20.    |   | Boiler  Feed Suction Piping              |
| 21.    |   | Extraction  Steam Piping                 |
| 22.    |   | Auxiliary  Cooling Piping                |
| 23.    |   | Closed  Cooling Piping                   |
| 24.    |   | Compressor  and Instrument Air Piping    |
| 25.    |   | House  Air Piping                        |
| 26.    |   | Condensate  Makeup Piping                |
| 27.    |   | Fire  Protection                         |
| 28.    |   | Turbine  Room Gantry and House Cranes    |
| 29.    |   | Coal  Silos                              |
|   |   |                                     |
| B.     |   | Draft  Equipment                         |
|   |   |                                     |
| 1.     |   | Inducted  Draft Fans                     |
| 2.     |   | Forced  Draft Fans                       |
| 3.     |   | Primary  Air Fans                        |
| 4.     |   | Air  & Gas Ducts                     |
| 5.     |   | Air  Heater                              |
|   |   |                                     |
| C.     |   | Boiler  Feed and Service Water Equipment |
|   |   |                                     |
| 1.     |   | Motor  Driven Feed Pumps                 |
| 2.     |   | Turbine  Driven Feed Pumps               |
| 3.     |   | Feedwater  Heaters                       |
| 4.     |   | Cooling  Pumps                           |
|   |   |                                     |
| D.     |   | Coal  Mills                              |
|   |   |                                     |
| 1.     |   | Coal  Mills                              |
| 2.     |   | Feeders                                  |
|   |   |                                     |
| E.     |   | Electrostatic  Precipitator              |
|   |   |                                     |
| 1.     |   | Precipitator                             |
| a.     |   | Elements                                 |
| b.     |   | Hoppers                                  |
| c.     |   | Vibrations                               |
| 2.     |   | HVAC                                     |
| 3.     |   | Fire  Protection Equipment               |
| 4.     |   | Insulation                               |
| 5.     |   | 480  Volt Equipment                      |

 

56

----

 
| 6.                                 |   | 208/110  Volt Equipment    |
|------------------------------------|--------|----------------------------|
| 7.                                 |   | Conduit  & Cable Tray  |
| 8.                                 |   | Lighting                   |
| 9.                                 |   | Communications             |
| 10.                                |   | Control  Building          |
| 11.                                |   | Piping  Systems            |
|                               |   |                       |
| F.  Sulphur Dioxide Removal System |
|                               |
| 1.                                 |   | Inlet  & Outlet Ducts  |
| 2.                                 |   | Absorber                   |
| 3.                                 |   | Demister  Wash Equipment   |
| 4.                                 |   | Seal  Water Tank           |
| 5.                                 |   | Control  Building          |
| 6.                                 |   | Electrical  Building       |
| 7.                                 |   | Horizontal  Pumps          |
| 8.                                 |   | Seal  Air Fans             |
| 9.                                 |   | Air  Compressors           |
| 10.                                |   | Heat  Exchangers           |
| 11.                                |   | Cranes  & Hoists       |
| 12.                                |   | Piping  Systems            |
| 13.                                |   | 6900  Volt Equipment       |
| 14.                                |   | 480  Volt Equipment        |
| 15.                                |   | 208/110  Volt Equipment    |
| 16.                                |   | Lighting                   |
| 17.                                |   | Communications             |
| 18.                                |   | Multiplex  System          |
|                               |   |                       |
| G.                                 |   | Bottom  Ash Handling       |
|                               |   |                       |
| 1.                                 |   | Hoppers                    |
| 2.                                 |   | Ash  Sluicing Equipment    |
| 3.                                 |   | Piping  System             |
| 4.                                 |   | Bottom  Ash Equipment      |
|                               |   |                       |
| H.                                 |   | Turbine  Generator         |
|                               |   |                       |
| 1.                                 |   | Turbine  Generator         |
| 2.                                 |   | Piping  Systems            |
| 3.                                 |   | Seal  Oil Unit             |
| 4.                                 |   | Hydrogen  Coolers          |
| S.                                 |   | Turbine  Oil System        |
| 6.                                 |   | Electro  Hydraulic Control |
| 7.                                 |   | Multiplex  System          |
| 8.                                 |   | Isolated  Phase Bus        |
|                               |   |                       |
| I.                                 |   | Boiler                     |
|                               |   |                       |
| 1.                                 |   | Boiler                     |

 

57

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| 2. |   | Economizer                 |
|----|--------|----------------------------|
| 3. |   | Superheat/Reheat  Panels   |
| 4. |   | Water  Walls               |
| S. |   | Heater  Drains & Vents |
| 6. |   | Sootblowers                |
| 7. |   | Burners                    |

 

58

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APPENDIXC

 

LICENSE AGREEMENT

 

THIS AGREEMENT made and entered into as of this 28th day of February,1991, by and between LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentuckycorporation, having its principal offices at 220 West Main Street, P.O. Box32010, Louisville, Kentucky 40232, (“Louisville or Licensor”) and ILLINOISMUNICIPAL ELECTRIC AGENCY, an Illinois municipal corporation, having itsprincipal offices at 919 South Spring Street, Springfield, Illinois 62704(“IMEA or Licensee”).

 

W I T N E S S E T H:

 

WHEREAS Louisville is the owner of the Trimble County Plant whichincludes Trimble County Unit 1, the Trimble County General Plant Facilities,and the Trimble County Site:

 

WHEREAS pursuant to the Participation Agreement dated September 24,1990, as amended by the Amendment to Participation Agreement dated January 22,1991 (“Participation Agreement”) by and between Louisville and IMEA, the termsof which are incorporated by reference herein, Louisville has sold to IMEA, andIMEA has purchased from Louisville a 12.12% undivided ownership interest inTrimble County Unit 1 as tenants in common.

 

WHEREAS IMEA desires to obtain a nonexclusive license to use theTrimble County General Plant Facilities on the Trimble County Site in a mannerconsistent with IMEA’s ownership interest and so long as it may hold itsinterest in Trimble County Unit 1.

 

NOW THEREFORE, in consideration of the mutual covenants and promisesherein contained, the parties agree as follows:

 

1.                                       DEFINITIONS:

 

Theterms Trimble County Unit 1, Trimble County General Plant Facilities, TrimbleCounty Site, and Trimble County Plant as used herein shall be defined as setforth in the Participation Agreement.

 

2.                                       GRANT:

 

Uponthe terms, payments and conditions set forth in the Participation Agreement, incorporatedherein by reference, Louisville hereby grants to IMEA a nonexclusive license touse the Trimble General Plant Facilities, as set forth in the attached list, tothe extent necessary for efficient and full use by IMEA of its proportionalownership interest in Trimble County Unit 1. Louisville shall retain full ownership of the Trimble County GeneralPlant Facilities.

 

3.                                       USE:

 

a)                                      IMEA covenants that its use of the TrimbleCounty General Plant Facilities pursuant to the license granted herein will beconsistent with the Participation Agreement and otherwise in full compliancewith all applicable laws, ordinances, statutes, codes, easements andrestrictions.

 

59

----

 

b)                                     IMEA acknowledges that this nonexclusivelicense shall in no way restrict or prohibit Louisville from constructingadditional units or facilities or expanding present units or facilities in amanner consistent with the Participation Agreement.

 

4.                                       DURATION AND TERMINATION:

 

Unlessotherwise terminated by mutual agreement of the parties, this Agreement and thelicense granted herein shall continue in full force and effect until theexpiration or termination of the Participation Agreement.

 

5.                                       NOTICES:

 

Allnotices, requests and demands and other communications given or made inconnection with this Agreement, shall be given or made pursuant to and, inaccordance with, the Participation Agreement.

 

6.                                       CONSTRUCTION AND ASSIGNMENT:

 

a)                                      This Agreement shall be binding on and inureto the benefit of the Licensor, its legal representatives, successors, heirsand assigns.

 

b)                                     This Agreement shall be binding on and inureto the benefit of the Licensee, but shall not be transferable or assignable bythe Licensee except as permitted by and consistent with the ParticipationAgreement.

 

c)                                      This Agreement shall be deemed to be acontract made under the laws of the Commonwealth of Kentucky, and shall beconstrued and interpreted according to the laws of said state.

 

7.                                       MODIFICATION:

 

ThisAgreement and the Participation Agreement embody all the understandings andobligations between the parties with respect to the subject matter hereof.  No amendment or modification of thisAgreement shall be valid or binding upon the parties unless made in writing andsigned on behalf of each of the parties by their respective proper officers,duly authorized.

 

60

----

 

INWITNESS WHEREOF, the parties caused this Agreement to be executed as of thedate first written above.

 
|    | LOUISVILLE  GAS AND ELECTRIC COMPANY |
|---------|--------------------------------------|
|    |                                 |
|    |                                 |
| Attest: |                                 |   | By: |   |   |
|    |                                 | Frederick Wright,  Senior Vice President-  Operations |
|    |                                 |   |
|    |                                 |   |
|    | ILLINOIS  MUNICIPAL ELECTRIC AGENCY  |
|    |                                 |
| Attest: |                                 |   | By: |   |   |
|    |  Secretary                      |   | Martin  F. Johnson, President |
|         |                                      |  |  |  |  |  |  |  |

 

61

----

 
| COMMONWEALTH  OF KENTUCKY | )   |   |
|---------------------------|-----|--------|
|                      | (SS |
| COUNTY  OF JEFFERSON      | )   |   |

 

Theforegoing instrument was acknowledged before me this      day of February, 1991, by Frederick Wright, asSenior Vice President-Operations of LOUISVILLE GAS AND ELECTRIC COMPANY, aKentucky corporation, on behalf of the corporation.

 
| My  Commission expires:         |   |   |
|---------------------------------|--------|--------|
|                            |
|                            |   |
| Notary  Public, State at Large, |
| Kentucky                        |
|                                 |        |        |  |

 
| STATE  OF ILLINOIS | )   |   |
|--------------------|-----|--------|
|               | (SS |
| COUNTY  OF COOK    | )   |   |
|                    |     |        |  |

 

Theforegoing instrument was acknowledged before me this     day of February, 1991, by Martin F. Johnson, as President of ILLINOIS MUNICIPALELECTRIC AGENCY, an Illinois municipal corporation, on behalf of thecorporation.

 
| My  Commission expires:            |   |   |
|------------------------------------|--------|--------|
|                               |
|                               |   |
| Notary  Public, State of Illinois  |
| (AFFIX  SEAL)                      |
| THIS  INSTRUMENT PREPARED BY:      |
|                               |
|                               |   |
| C.  Kent Hatfield                  |
| John  M. Franck II                 |
| MIDDLETON  & REUTLINGER        |
| 2500  Brown & Williamson Tower |
| Louisville,  Kentucky 40202        |
| Telephone  (502) 584-1135          |
|                                    |        |        |  |  |

 

62

----

 

List of Trimble County General Plant Facilities

STRUCTURES

 
| A.     | Service  Building      |
|--------|------------------------|
| 1.     | Concrete               |
|   | a.                     |   | Foundations |
|   | b.                     |   | Base  Slab |
|   | c.                     |   | Elevated  Floors |
|   | d.                     |   | Unloading  Ramps |
|   |                   |   |   |
| 2.     | Steel  Structures      |
|   | a.                     |   | Columns  & Girders |
|   |                   |   |   |
| 3.     | Enclosures             |
|   | a.                     |   | Insulated  Metal Siding |
|   | b.                     |   | Glass  Curtain Wall |
|   | c.                     |   | Concrete  & Built-Up Roof |
|   |                   |   |   |
| B.     | As  Fired Sample House |
| 1.     | Concrete               |
|   | a.                     |   | Foundations |
|   | b.                     |   | Base  Slab |
|   | c.                     |   | Elevated  Floors |
| 2.     | Steel  Structures      |
|   | a.                     |   | Columns  & Girders |
|   | b.                     |   | Stairways |
|   | c.                     |   | Grating |
| 3.     | Enclosures             |
|   | a.                     |   | Insulated  Metal Siding |
|   | b.                     |   | Concrete  & Built-Up Roofing |
|   |                   |   |   |
| C.     | Screenwell             |
| 1.     | Piles                  |
|   | a.                     |   | Sheet  Piles |
|   | b.                     |   | H-Piles |
|   |                   |   |   |
| 2.     | Concrete               |
|   | a.                     |   | Walls |
|   | b.                     |   | Elevated  Floors |
|   |                   |   |   |
| 3.     | Steel  Structures      |
|   | a.                     |   | Columns  & Girders |
|   | b.                     |   | Miscellaneous  Platforms |
|   |                   |   |   |
| 4.     | Enclosures             |
|   | a.                     |   | Insulate  Metal Siding |
|   | b.                     |   | Concrete  & Built-Up Roof |
|   |                   |   |   |
| D.     | Stack                  |
| 1.     | Concrete               |

 

63

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|                                   | a.                |   | Foundations                      |
|----------------------------------------|-------------------|--------|----------------------------------|
|                                   | b.                |   | Base  Slab                       |
|                                   | c.                |   | Concrete  Shell & Liner      |
|                                   |              |   |                             |
| E.                                     | Coal  Handling    |
| Barge  Unloader                        |
| 1.                                     | Piles             |
|                                   | a.                |   | Sheet  Piles                     |
|                                   | b.                |   | H-Piles                          |
|                                   |              |   |                             |
| 2.                                     | Steel  Structures |
|                                   | a.                |   | Columns  & Girders           |
|                                   | b.                |   | Stairways                        |
|                                   |              |   |                             |
| Transfer  House                        |
|                                   |
| 1.                                     | Concrete          |
|                                   | a.                |   | Foundations                      |
|                                   | b.                |   | Base  Slab                       |
|                                   |              |   |                             |
| 2.                                     | Steel  Structures |
|                                   | a.                |   | Columns  & Girders           |
|                                   |              |   |                             |
| 3.                                     | Enclosures        |
|                                   | a.                |   | Uninsulated  Metal Siding        |
|                                   | b.                |   | Concrete  & Built-Up         |
|                                   |              |   |                             |
| As  Delivered Sample House             |
|                                   |
| 1.                                     | Concrete          |
|                                   | a.                |   | Foundations                      |
|                                   | b.                |   | Base  Slab                       |
|                                   | c.                |   | Elevated  Floors                 |
|                                   | d.                |   | Equipment  Foundations           |
|                                   |              |   |                             |
| 2.                                     | Steel  Structures |
|                                   | a.                |   | Columns  & Girders           |
|                                   |              |   |                             |
| 3.                                     | Enclosures        |
|                                   | a.                |   | Uninsulated  Metal Siding        |
|                                   | b.                |   | Concrete  & Built-Up Roofing |
|                                   |              |   |                             |
| Coal  Dock Electrical Service Building |
|                                   |
| 1.                                     | Concrete          |
|                                   | a.                |   | Foundations                      |
|                                   | b.                |   | Base  Slab                       |
|                                   |              |   |                             |
| 2.                                     | Steel  Structures |

 

64

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|                               | a.                |   | Pre-Engineered  Building  |
|------------------------------------|-------------------|--------|---------------------------|
|                               |              |   |                      |
| Radial  Stacker                    |
|                               |
| 1.                                 | Concrete          |
|                               | a.                |   | Base  Slab - Rail         |
|                               |              |   |                      |
| Reclaim  Hopper & Tunnel       |
|                               |
| 1.                                 | Concrete          |
|                               | a.                |   | Foundations               |
|                               | b.                |   | Base  Slab                |
|                               | c.                |   | Walls                     |
|                               | d.                |   | Elevated  Slab            |
|                               | e.                |   | Access  Stairway          |
|                               |              |   |                      |
| Crusher  House                     |
| 1.                                 | Concrete          |
|                               | a.                |   | Foundations               |
|                               | b.                |   | Base  Slab                |
|                               | c.                |   | Elevated  Floors          |
|                               | d.                |   | Equipment  Foundations    |
|                               |              |   |                      |
| 2.                                 | Steel  Structures |
|                               | a.                |   | Columns  & Girders    |
|                               | b.                |   | Stairways                 |
|                               |              |   |                      |
| 3.                                 | Enclosures        |
|                               | a.                |   | Uninsulated  Metal Siding |
|                               |              |   |                      |
| Crusher  House Electrical Building |
|                               |
| 1.                                 | Concrete          |
|                               | a.                |   | Foundations               |
|                               | b.                |   | Base  Slab                |
|                               |              |   |                      |
| 2.                                 | Steel  Structures |
|                               | a.                |   | Pre-Engineered  Building  |
|                               |              |   |                      |
| Coal  Maintenance Building         |
| 1.                                 | Concrete          |
|                               | a.                |   | Foundations               |
|                               | b.                |   | Base  Slab                |
|                               |              |   |                      |
| 2.                                 | Steel  Structures |
|                               | a.                |   | Pre-Engineered  Building  |
|                               |              |   |                      |
| Conveyors  A, B, C, D, E, & S  |
| 1.                                 | Piles             |
|                               | a.                |   | Bearing  Piles            |

 

65

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| 2.                            | Concrete           |
|-------------------------------|--------------------|
|                          | a.                 |   | Foundations |
|                          |               |   |   |
| 3.                            | Steel  Structures  |
|                          | a.                 |   | Steel  Trusses. |
|                          | b.                 |   | Conveyor  Bents |
|                          | c.                 |   | Stairways |
|                          |               |   |   |
| 4.                            | Enclosures         |
|                          | a.                 |   | Conveyor  Uninsulated Metal Siding |
|                          |               |   |   |
| Conveyors  Fl, F2, G1, and G2 |
| 1.  Concrete                  |
|                          | a.                 |   | Foundations |
|                          |               |   |   |
| 2.                            | Steel  Structures  |
|                          | a.                 |   | Steel  Trusses |
|                          | b.                 |   | Conveyor  Bents |
|                          | c.                 |   | Stairways |
|                          | d.                 |   | Gallery  Steel Enclosures |
|                          |               |   |   |
| 3.                            | Enclosures         |
|                          | a.                 |   | Gallery  Uninsulated Metal Siding |
|                          |               |   |   |
| F.                            | Reactant  Handling |
| Barge  Unloader               |
| 1.                            | Piles              |
|                          | a.                 |   | Sheet  Piles |
|                          | b.                 |   | H-Piles |
|                          |               |   |   |
| 2.                            | Steel  Structures  |
|                          | a.                 |   | Column  & Girders |
|                          | b.                 |   | Stairways |
|                          |               |   |   |
| 3.                            | Enclosures         |
|                          | a.                 |   | Uninsulated  Metal Siding |
|                          |               |   |   |
| Transfer  House               |
| 1.                            | Concrete           |
|                          | a.                 |   | Foundations |
|                          | b.                 |   | Base  Slab |
|                          | c.                 |   | Elevated  Floors |
|                          |               |   |   |
| 2.                            | Steel  Structures  |
|                          | a.                 |   | Column  & Girders |
|                          |               |   |   |
| 3.                            | Enclosures         |
|                          | a.                 |   | Insulated  Metal Siding |

 

66

----

 
| Live  Action Pile Enclosure |
|-----------------------------|
| 1.                          | Concrete |
|                        | a. |   | Foundations |
|                        | b. |   | Base  Slab - Rail |
|                        |   |   |   |
| 2.                          | Steel  Structures |
|                        | a. |   | A-Frame  Structural Steel |
|                        |   |   |   |
| 3.                          | Enclosures |
|                        | a. |   | Uninsulated  Metal Siding |
|                        |   |   |   |
| Dead  Storage Pile          |
| 1.                          | Concrete |
|                        | a. |   | Foundations |
|                        | b. |   | Base  Slab |
|                        | c. |   | Walls |
|                        | d. |   | Elevated  Slab |
|                        | e. |   | Access  Stairway |
|                        |   |   |   |
| Conveyors  A, B, and C      |
| 1.                          | Concrete |
|                        | a. |   | Foundations |
|                        |   |   |   |
| 2.                          | Steel  Structures |
|                        | a. |   | Steel  Trusses |
|                        | b. |   | Conveyor  Bents |
|                        | c. |   | Stairways |
|                        | d. |   | Gallery  Steel Enclosure |
|                        |   |   |   |
|                        | 3. |   | Enclosures |
|                        |   |   | a. | Gallery  Uninsulated Metal Siding |
|                        |   |   |   |   |
| F.                          | Reactant  Handling |
|                        |   |
|                        | Barge  Unloader |
|                        |
|                        | 1. |   | Piles |
|                        |   |   | a. | Sheet  Piles |
|                        |   |   | b. | H-Piles |
|                        |   |   |   |   |
|                        | 2. |   | Steel  Structures |
|                        | a. |   | Columns  & Girders |
|                        | b. |   | Stairways |
|                        |   |   |   |
| 3.                          | Enclosures |
|                        | a. |   | Uninsulated  Metal Siding |
|                        |   |   |   |
| Transfer  House             |

 

67

----

 
| 1.                          | Concrete          |
|-----------------------------|-------------------|
|                        | a.                |   | Foundations |
|                        | b.                |   | Base  Slab |
|                        | c.                |   | Elevated  Floors |
|                        |              |   |   |
|                        | 2.                |   | Steel  Structures |
|                        | a.                |   | Columns  & Girders |
|                        |              |   |   |
| 3.                          | Enclosures        |
|                        | a.                |   | Insulated  Metal Siding |
|                        |              |   |   |
| Live  Action Pile Enclosure |
|                        |
| 1.                          | Concrete          |
|                        | a.                |   | Foundations |
|                        | b.                |   | Base  Slab – Rail |
|                        |              |   |   |
| 2.                          | Steel  Structures |
|                        | a.                |   | A-Frame  Structural Steel |
|                        |              |   |   |
| 3.                          | Enclosures        |
|                        | a.                |   | Uninsulated  Metal Siding |
|                        |              |   |   |
| Dead  Storage Pile          |
|                        |
| 1.                          | Concrete          |
|                        | a.                |   | Foundations |
|                        | b.                |   | Base  Slabs |
|                        | c.                |   | Walls |
|                        | d.                |   | Elevated  Slab |
|                        | e.                |   | Access  Stairway |
|                        |              |   |   |
| Conveyors  A, B, and C      |
|                        |
| 1.                          | Concrete          |
|                        | a.                |   | Foundations |
|                        |              |   |   |
| 2.                          | Steel  Structures |
|                        | a.                |   | Steel  Trusses |
|                        | b.                |   | Conveyor  Bents |
|                        | c.                |   | Stairways |
|                        |              |   |   |
| Reactant  Prep. Building    |
|                        |
| 1.                          | Concrete          |
|                        | a.                |   | Foundations |
|                        | b.                |   | Base  Slab |
|                        | c.                |   | Elevated  Floors |

 

68

----

 
|                             | d.                        |                             | Equipment  Foundations                |
|----------------------------------|---------------------------|----------------------------------|---------------------------------------|
|                             |                      |                             |                                  |
| 2.                               | Steel  Structures         |
|                             | a.                        |                             | Columns  & Girders                |
|                             | b.                        |                             | Stairways                             |
|                             |                      |                             |                                  |
| 3.                               | Enclosures                |
|                             | a.                        |                             | Insulated  Metal Siding               |
|                             | b.                        |                             | Concrete  & Built-Up Roofing      |
|                             |                      |                             |                                  |
| Reactant  Live Storage Tanks     |
| 1.                               | Concrete                  |
|                             | a.                        |                             | Foundations                           |
|                             |                      |                             |                                  |
| 2.                               | Steel  Structures         |
|                             | a.                        |                             | Carbon  Steel Tanks                   |
|                             |                      |                             |                                  |
| G.                               | Water  Treatment Building |
| 1.                               | Concrete                  |
|                             | a.                        |                             | Foundations                           |
|                             | b.                        |                             | Base  Slab                            |
|                             | c.                        |                             | Walls                                 |
|                             | e.                        |                             | Equipment  Foundations                |
|                             |                      |                             |                                  |
| 2.                               | Steel  Structures         |
|                             | a.                        |                             | Columns  & Girders                |
|                             | b.                        |                             | Stairways                             |
|                             | c.                        |                             | Equipment  Platforms                  |
|                             |                      |                             |                                  |
| 3.                               | Enclosures                |
|                             | a.                        |                             | Insulated  Metal Siding               |
|                             |                      |                             |                                  |
| H.                               | Cooling  Tower            |
| 1.                               | Concrete                  |
|                             | a.                        |                             | Foundations                           |
|                             | b.                        |                             | Base  Slab                            |
|                             | c.                        |                             | Poured  Hyperbolic Natural Draft Tows |
|                             |                      |                             |                                  |
| I.                               | Station  Auxiliary        |
| 1.                               | Concrete                  |
|                             | a.                        |                             | Equipment  Foundations                |
|                             |                      |                             |                                  |
| EQUIPMENT  AND SYSTEM COMPONENTS |
| A.                               |                      | Service  Building                |
| 1.                               |                      | Masonry  Blockwork               |
| 2.                               |                      | Fire  Protection Equipment       |
| 3.                               |                      | Restrooms,  Lockers, and Showers |
| 4.                               |                      | HVAC                             |
| 5.                               |                      | Roof  Drains and Plumbing        |

 

69

----

 
| 6.              |   | Lighting                               |
|-----------------|--------|----------------------------------------|
| 7.              |   | Communications                         |
| 8.              |   | Office,  Lab, and Kitchen Equipment    |
| 9.              |   | Maintenance  Shop Equipment            |
| 10.             |   | Material  Storage Bins and Shelves     |
| 11.             |   | Freight  Elevator                      |
| 12.             |   | Passenger  Elevator                    |
| B.              |   | As  Fired Sample House                 |
| 1.              |   | HVAC                                   |
| 2.              |   | Building  Drains                       |
| 3.              |   | Fire  Protection                       |
| 4.              |   | Lighting                               |
| 5.              |   | Communications                         |
| 6.              |   | Coal  Silos                            |
| 7.              |   | Piping  Systems                        |
| C.              |   | Screenwell                             |
| 1.              |   | Masonry  Blockwork                     |
| 2.              |   | Multiplex  System                      |
| 3.              |   | HVAC                                   |
| 4.              |   | Horizontal  Pumps                      |
| 5.              |   | Vertical  Pumps                        |
| 6.              |   | Traveling  Water Screens               |
| 7.              |   | Stop  Log Gates and Screens            |
| 8.              |   | Bridge  Crane                          |
| 9.              |   | Strainers                              |
| 10.             |   | 480  Volt Equipment                    |
| 11.             |   | 208/110  Volt Equipment                |
| 12.             |   | Conduit  and Cable Tray                |
| 13.             |   | Lighting                               |
| 14.             |   | Communications                         |
| 15.             |   | Multiplex  System                      |
| 16.             |   | Roof  Drains and Plumbing              |
| D.              |   | Stack                                  |
| 1.              |   | Communications                         |
| E.              |   | Coal  Handling                         |
| 1.              |   | Coal  Barge Unloader                   |
| 2.              |   | Conduit  and Cable Tray                |
| 3.              |   | Lighting                               |
| 4.              |   | Communications                         |
| Transfer  House |
| 1.              |   | Barge  Unloader Bin                    |
| 2.              |   | Feeders  and Chutes                    |
| 3.              |   | Dust  Collection/Suppression Equipment |
| 4.              |   | Sprinkler  System                      |
| 5.              |   | Monorail  and Trolley Hoist            |
| 6.              |   | Conduit  and Cable Tray                |
| 7.              |   | Lighting                               |
|            |   |                                   |
| 8.              |   | Communications                         |

 

70

----

 
| As  Delivered Sample House             |
|----------------------------------------|
|                                   |
| 1.                                     |   | Feeders  and Chutes |   |
| 2.                                     |   | Dust  Collection/Suppression Equipment |   |
| 3.                                     |   | As  Delivered Sampling System |   |
| 4.                                     |   | Sprinkler  System |   |
| 5.                                     |   | Control  Room . Static Wall Siding |   |
| 6.                                     |   | Fire  Protection System |   |
| 7.                                     |   | Conduit  and Cable Tray |   |
| 8.                                     |   | Lighting |   |
| 9.                                     |   | Communications |   |
|                                   |   |   |   |
| Coal  Dock Electrical Service Building |   |
|                                   |   |
| 1.                                     |   | Masonry  Blockwork |   |
| 2.                                     |   | Suspended  Ceiling |   |
| 3.                                     |   | Static  Wall Siding |   |
| 4.                                     |   | HVAC |   |
| 5.                                     |   | Fire  Protection System |   |
| 6.                                     |   | Domestic  Piping |   |
| 7.                                     |   | Conduit  and Cable Tray |   |
| 8.                                     |   | Lighting |   |
| 9.                                     |   | Communications |   |
| 10.                                    |   | 4160  Volt Equipment |   |
| 11.                                    |   | 480  Volt Equipment |   |
| 12.                                    |   | 208/110  Volt Equipment |   |
| 13.                                    |   | Multiplex  System |   |
|                                   |   |   |   |
| Radial  Stacker                        |   |
|                                   |   |
| 1.                                     |   | Radial  Stacker |   |
| 2.                                     |   | HVAC  Equipment |   |
| 3.                                     |   | Unit  Substation |   |
| 4.                                     |   | Motor  Control Centers |   |
|                                   |   |   |   |
| Reclaim  Hopper and Tunnel             |   |
|                                   |   |
| 1.                                     |   | Hopper |   |
| 2.                                     |   | Feeders  and Chutes |   |
| 3.                                     |   | Vertical  Pumps |   |
| 4.                                     |   | Conduit  and Cable Tray |   |
| 5.                                     |   | Lighting |   |
|                                   |   |   |   |
| Crusher  House                         |   |
|                                   |   |
| 1.                                     |   | Feeders  and Chutes |   |
| 2.                                     |   | Crusher  Bin |   |
| 3.                                     |   | Dust  Collection/Suppression Equipment |   |

 

71

----

 
| 4.                                 |   | Magnetic  Separators and Scales |
|------------------------------------|--------|---------------------------------|
| 5.                                 |   | Crusher                         |
| 6.                                 |   | Conduit  and Cable Tray         |
| 7.                                 |   | Lighting                        |
| 8.                                 |   | Communications                  |
| 9.                                 |   | Piping  Systems                 |
|                               |   |                            |
| Crusher  House Electrical Building |
|                               |
| 1.                                 |   | Masonry  Walls                  |
| 2.                                 |   | Static  Wall Siding             |
| 3.                                 |   | Fire  Protection Equipment      |
| 4.                                 |   | Domestic  Water                 |
| 5.                                 |   | Conduit  and Cable Tray         |
|                               |   |                            |
| 6.                                 |   | Lighting                        |
| 7.                                 |   | Communications                  |
| 8.                                 |   | Piping  Systems                 |
| 9.                                 |   | 4160  Volt Equipment            |
| 10.                                |   | 480  Volt Equipment             |
| 11.                                |   | 208/110  Volt Equipment         |
| 12.                                |   | Multiplex  System               |
|                               |   |                            |
| Coal  Maintenance Building         |
|                               |
| 1.                                 |   | Masonry  Blockwork              |
| 2.                                 |   | Suspended  Ceiling              |
| 3.                                 |   | Dry  Wall Partitions            |
| 4.                                 |   | HVAC                            |
| 5.                                 |   | Sprinkler  System               |
| 6.                                 |   | Hoist  and Lifts                |
|                               |   |                            |
| F.                                 |   | Reactant  Handling              |
|                               |   |                            |
| Barge  Unloader                    |
|                               |
| 1.                                 |   | Limestone  Barge Unloader       |
| 2.                                 |   | Conduit  and Cable Tray         |
| 3.                                 |   | Lighting                        |
| 4.                                 |   | Communications                  |
|                               |   |                            |
| Transfer  House                    |
|                               |
| 1.                                 |   | Feeders                         |
| 2.                                 |   | Hoppers                         |
| 3.                                 |   | Piping  Systems                 |
| 4.                                 |   | Conduit  and Cable Tray         |
| S.                                 |   | Lighting                        |

 

72

----

 
| Live  Active Pile Enclosure  |
|------------------------------|
|                         |
| 1.                           |   | Reclaimer |
| 2.                           |   | Conduit  and Cable Tray |
| 3.                           |   | Lighting- |
|                         |   |   |
| Dead  Storage Pile           |
|                         |
| 1.                           |   | Hopper  ~ |
| 2.                           |   | Chutes  and Feeders |
| 3.                           |   | Sump  Pumps |
| 4.                           |   | Conduit  and Cable Tray |
| 5.                           |   | Lighting |
|                         |   |   |
| Reactant  Prep. Building     |
|                         |
| 1.                           |   | Masonry  Blockwork |
| 2.                           |   | HVAC  Equipment |
| 3.                           |   | Fire  Protection Equipment |
| 4.                           |   | Piping  Systems |
| 5.                           |   | Limestone  Crushers and Hoppers |
| 6.                           |   | Compressors |
| 7.                           |   | Lube  Oil Systems |
| 8.                           |   | Feeders  and Chutes |
| 9.                           |   | Bridge  Crane |
| 10.                          |   | 4160  Volt Equipment |
| 11.                          |   | 480  Volt Equipment |
| 12.                          |   | 208/110  Volt Equipment |
| 13.                          |   | Conduit  and Cable Tray |
| 14.                          |   | Lighting |
| 15.                          |   | Communications |
| 16.                          |   | Multiplex  System |
|                         |   |   |
| Reactant  Live Storage Tanks |
|                         |
| 1.                           |   | Tank  Agitators |

 

73

----

 

APPENDIXD

 

KNOWN DEFECTS AT EXECUTION DATE

 

The attached list of known detects for Trimble county Unit 3 and theTrimble County General Plant Facilities as they pertain to Trimble County Unit2. includes items for which construction is not complete as well as items wherea deficiency is noted, and to the best of Louisville’ s knowledge information,and belief the attached list is current as of the month in which theParticipation Agreement is executed. Louisville will furnish IMEA such periodic lists of uncompleted items ordefects as generated by the Company until Closing.

 
|   | LOUISVILLE  GAS AND ELECTRIC COMPANY |
|--------|--------------------------------------|
|   |                                 |
|   | By:                                  |   |
|   |                                 |   |
|   | Title:                               |   |
|        |                                      |  |  |

 

74

----

 

LOUISVILLE GAS & ELECTRIC COMPANY

TRIMBLE CO. GENERATING STATION

STEVE EMERY

SEPTEMBER , 1990

 
| OFM  |   | 01170022       |   | LTG  BLR RM OPER FLR                          |
|------|--------|----------------|--------|-----------------------------------------------|
| OFM  |   | 01170023       |   | LTG  BLR RM OPER FLR                          |
| OFM  |   | 01170033       |   | INSTALL  LTG BLR RM ABOVE~ 530’          |
| OFM  |   | 01170034       |   | INSTALLLTG  BLR RH ABOVE 530’            |
| OFM  |   | 01170036       |   | EMEG  LTG TR,GND,MZ & OPER FLRS           |
| OFM  |   | 01170046       |   | INSTL  MN FEED & ENGZ LTG TUR P14 GND FLR |
| OFM  |   | 01170048       |   | INSTL  MAIN FEED & ENGZ PANEL 1BMLEB2     |
| OFM  |   | 01170050       |   | INSTL  MAIN FEED & ENGZ PANEL IEPLEBI     |
| OFM  |   | 01170052       |   | INSTL  MAIN FEED & ENGZ PANEL IBMLA2      |
| OFM  |   | 01170054       |   | INSTL  PERM FIXTURES 545’-589            |
| OEM  |   | 01170055       |   | INSTALL  PERM FIXTURES 545’-589          |
| OFM  |   | 01170056       |   | INSTL  LTG IN BOILER WTR SAMPLE AREA          |
| OFM  |   | 01180034       |   | RUN  PHONE WIRING                             |
| OFM  |   | 01180035       |   | RUN  PHONE WIRING PERMANENT POWER FOR PA      |
| OFM  |   | 01180039       |   | PERMANENT  POWER FOR PA                       |
| OFM  |   | 01180040       |   | PERMANENT  POWER FOR PA                       |
| OFM  |   | 02010901       |   | FINAL  PUNCHLI5T-~SERVICE BLDG                |
| OFM  |   | 02020219       |   | SB  SHOP HOISTS                               |
| OFM  |   | 02080012       |   | CONDUIT/PWR  WRG-SB DOCKLIFT, LEVELATOR       |
| OFM  |   | 02080023       |   | CONDUIT/PWR  WIRING & LIGHTING DOCK AREA  |
| OFM  |   | 01040316       |   | HDR  REM J—L, 11-15 ELEV 576+589         |
| OFM  |   | 01040337       |   | REMAINING  TOE PLATE                          |
| OFM  |   | 01040339       |   | REWORK  STAIR STRINGERS                       |
| OEM  |   | 01050040       |   | GRATING  FINISH CONVEYOR ROOM                 |
| OFM  |   | 01060730       |   | TURB  RN GRT FIN TO 530’                 |
| OFM  |   | 01080616       |   | CONTROL  WRG FOR MOTOR OP LV BR 505’     |
| OFM  |   | 0108061’8 |   | POWER  & CONTROL CARD READERS             |
| OFM  |   | 01080619       |   | POWER  & CONTROL CARD READERS             |
| OFM  |   | 01090037       |   | MULTIPLEX  ROOMS (9) CONDENSATE               |
| OFM  |   | 01150003       |   | PERM  AC FROM MCC TO SPLICE BOX TE~           |
| OFM  |   | 01150004       |   | ELEVATOR  PENTHOUSE EXHAUST FAN               |
| OFM  |   | 01150005       |   | SHIELD  FOR LOUVER AT ELEV MACHINE RM         |
| OFM  |   | 01170013       |   | LTG  MN TRANSF AREA                           |
| OFM. |   | 01170016.      |   | LTG  BLR P14 GRD FLR                          |
| OFM  |   | 01170017       |   | LTG  ELR RM GRD FLR                           |
| OFM  |   | 01170018       |   | LTG CONV RM MEZZ; EL 545 & 546            |
| OFM  |   | 01170019       |   | LTG CONV RM MEZZ; EL 545 & 546            |
| OFM  |   | 01170020       |   | LTG  BLR RM1 MEZZ                             |
| OFM  |   | 01170021       |   | LTG  BLR RM MEZZ                              |

 

----

 

 

SITEIMPROVEMENTS

 
| 1.     |   | General  Site Crating and Drainage  |
|--------|--------|-------------------------------------|
| 2.     |   | Helicopter  Pad                     |
| 3.     |   | Monitoring  Wells                   |
| 4.     |   | Roadways                            |
| 5.     |   | Guard  Facilities                   |
| 6.     |   | Underground  Electrical Ducts       |
| 7.     |   | Sanitary  Sewer Lines               |
| 8.     |   | Shoreline  Protection               |
| 9.     |   | Fire  Protection Lines              |
| 10.    |   | Potable  Water Lines                |
| 11.    |   | Cathodic  Protection                |
|   |   |                                |
| G.     |   | Water  Treatment Building           |
|   |   |                                |
| 1.     |   | Masonry  Blockwork                  |
| 2.     |   | Static  Wall Siding                 |
| 3.     |   | HVAC                                |
| 4.     |   | Fire  Protection Equipment          |
| 5.     |   | Monorail                            |
| 6.     |   | Piping  Systems                     |
| 7.     |   | Sanitary  Waste Treatment Equipment |
| 8.     |   | Water  Treatment Equipment          |
| 9.     |   | Condensate  Storage Tank            |
| 10.    |   | Conduit  and Cable Tray             |
| 11.    |   | 4160  Volt Equipment                |
| 12.    |   | 480  Volt Equipment                 |
| 13.    |   | 208/110  Volt Equipment             |
| 14.    |   | Lighting                            |
| 15.    |   | Communications                      |
| 16.    |   | Multiplex  System                   |
| 17.    |   | Motor  Driven Fire Pump             |
| 18.    |   | Chemical  injection Equipment       |
| 19.    |   | Demineralizer  Water System         |
|   |   |                                |
| H.     |   | Cooling  Tower                      |
|   |   |                                |
| 1.     |   | Cooling  Tower Pumps                |
| 2.     |   | Circulating  Water Lines            |
| 3.     |   | Condenser                           |
| 4.     |   | 480  Volt Equipment                 |
| 5.     |   | Lighting                            |
| 6.     |   | Communications                      |
|   |   |                                |
| I.     |   | Station  Auxiliary                  |
|   |   |                                |
| 1.     |   | 138  Volt Equipment                 |
| 2.     |   | 6900  Volt Equipment                |

 

2

----

 
| 3.                                        |   | 480  Volt-Equipment                                          |
|-------------------------------------------|--------|--------------------------------------------------------------|
| 4.                                        |   | 208/110  Volt Equipment                                      |
| 5.                                        |   | Sprinkler  System                                            |
|                                      |   |                                                         |
| OTHER  EQUIPMENT, SYSTEMS, AND STRUCTURES |
|                                      |
| 1.                                        |   | Fuel  Oil Tanks, Piping, Pump House, and Electrical Building |
| 2.                                        |   | Ash  Pond, Pipe Rack, and Pipe                               |
| 3.                                        |   | Emergency  Ash Pond                                          |

 

3

----

 
| OFM |   | 02080024 |   | CONTROL  WIRING DOCK AREA                        |
|-----|--------|----------|--------|--------------------------------------------------|
| OFM |   | 02110010 |   | PWR  & CONDT-FIRE DETECTION SYSTEM-S. B.     |
| OFM |   | 02110011 |   | INSTL  FIRE DETECTION SYSTEM SERV BLDG           |
| OFM |   | 02110020 |   | SECURITY  MONITORING SYSTEM SERV BLDG            |
| OFM |   | 02110021 |   | SECURITY  MONITORING SYSTEM SERV BLDG            |
| OFM |   | 02110022 |   | RPR  0/HEAD SPRINK HDS PPD CONY RM&0FF       |
| OFM |   | 02130051 |   | PROVIDE  LTG & PWR PPD WAREHOUSE OFF.        |
| OFM |   | 02130052 |   | RELOCATE  LIGHTS IN PPD WAREHOUSE                |
| OFM |   | 02140019 |   | INSTL/WIRE  AC/DC DISTRIBUTION                   |
| OFM |   | 02140020 |   | INSTL/WIRE  AC/DC DISTRIBUTION                   |
| OFM |   | 02160017 |   | WATER  SUPPLY FOR S.B. ROOF CHILLERS             |
| OFM |   | 02160901 |   | CHECK  -OUT EXHAUSTERS                           |
| OFM |   | 02160902 |   | CHECK-OUT  EXHAUSTERS                            |
| OFM |   | 02190001 |   | SET  PNLS & TR MECH MAINT SHOP EQUIP         |
| OFM |   | 02190002 |   | CDL  TRAY/COND MECH MAINT SHOP EQUIP             |
| OFM |   | 190003   |   | POWER  WIRING MAINT SHOP EQUIP                   |
| JLP |   | 03120003 |   | INSTALL  SCREENHOUSE CABLE TRAY COVERS           |
| CRP |   | 06060088 |   | COMPLETE  SECURITY MONITORING                    |
| CRP |   | 06090026 |   | INSTL  PIPE&WIRE SEW TREAT PUMP TO BAP       |
| CRP |   | 06090027 |   | INSTL  PIPE&WIRE S-W TREAT PUMP TO BAP       |
| FJW |   | 07010056 |   | PIPE  RACK FROM SWTB TO ASH POND                 |
| FJW |   | 07010060 |   | GROUND  PIPE RACK STEEL                          |
| FJW |   | 07010062 |   | INSULATION-PIPE  AT ASH POND                     |
| FJW |   | 07010067 |   | MOUNT  FIELD MTD . INSTRUMENTS                   |
| FJW |   | 07010074 |   | PIPE  RACK-STEEL-SDRS TO UNIT                    |
| FJW |   | 07010075 |   | PIPE  RACK-’INSULATION-SDRS TO UNIT         |
| FJW |   | 07010077 |   | INST  TRS ,PNLS ,COND, WRG, & HT TRAC P RACK |
| FJW |   | 07010900 |   | OPERATIONAL  CHECK-OUT ABOVE GND PPG             |
| FJW |   | 07010901 |   | FINAL  PUNCH LIST ABOVE GROUND PIPING            |
| FJW |   | 07010902 |   | CHECK-OUT  HEAT TRACE                            |
| FJW |   | 07010905 |   | CHECK-OUT  FIELD MOUNTED INSTRUMENTS             |
| FJW |   | 07010903 |   | OPERATIONAL  CHECK-OUT ABOVE GND PPG             |
| FJW |   | 07010904 |   | FINAL  PUNCHLIST ABOVE GROUND PIPING             |
| FJW |   | 07010906 |   | CHECK-OUT  VERTICAL ASH WATER PUMPS              |
| FJW |   | 07010907 |   | CHECK-OUT  VERTICAL ASH WATER PUMPS              |
| FJW |   | 07010908 |   | CHECK-OUT  VERTICAL ASH WATER PUMPS              |
| FJW |   | 07010909 |   | CHECK-OUT  VERTICAL ASH WATER PUMPS              |
| FJW |   | 07030024 |   | INSTALL  & WIRE RECEPTACLES                  |
| FJW |   | 07030040 |   | SERV  BLDG & YARD LTG                        |
| FJW |   | 07030041 |   | SERV  BLDG & YARD LTG                        |
| FJW |   | 07030900 |   | OPERATIONAL  CHECK-OUT ABOVE GND PPG             |

 

----

 
| CRP |   | 08150010 |   | CHECK  & BOND UNDGND PIPE 1990         |
|-----|--------|----------|--------|--------------------------------------------|
| CRP |   | 08150901 |   | FINAL  PUNCHLIST-UNDERGROUND PIPING        |
| WBH |   | 10030034 |   | INSTALL  DRUM INSTRUMENTATION              |
| WBH |   | 10030900 |   | OPERATIONAL  CHECK-OUT BOILER              |
| WBH |   | 10030901 |   | CHECK-OUT  DRUM INSTRUMENTS                |
| WBH |   | 10030902 |   | FINAL  PUNCHLIST BOILER                    |
| WBH |   | 10040900 |   | CHECK-OUT  ECONOMIZER INSTRUMENT           |
| WBH |   | 10060900 |   | CHECK-OUT  HEADER INSTRUMENT               |
| WBH |   | 10070864 |   | REWORK  BLR WTR WALL ROOF TUBE             |
| WBH |   | 10070865 |   | REWORK  BLR WTR WALL ROOF TUBE             |
| WBH |   | 10070900 |   | CHECK-OUT  FURNACE INSTRUMENT              |
| WBH |   | 10080900 |   | CHECK-OUT  DRAIN & VENT INSTRUMENT     |
| WBH |   | 10090900 |   | CHECK-OUT  SOOTBLOWERS & PROBES        |
| WBH |   | 10090901 |   | CHECK-OUT  SOOTBLOWERS & PROBES        |
| WBH |   | 10120202 |   | BOILER  PENTHOUSE WALLS                    |
| WBH |   | 10120203 |   | BOILER  PENTHOUSE WALLS                    |
| WBH |   | 10120204 |   | INSULATE  BOILER DRUM ENDS                 |
| WBH |   | 10120208 |   | LAGGING  ON FURN REAR WALL                 |
| WBH |   | 10120209 |   | LAGGING  ON FURN REAR WALL                 |
| WBH |   | 10120210 |   | LAGGING  ON FURN SOUTH WALL                |
| WBH |   | 10120211 |   | LAGGING  ON FURN SOUTH WALL                |
| WBH |   | 10120212 |   | LAGGING  ON FURN NORTH WALL                |
| WBH |   | 10120213 |   | LAGGING  ON FURN NORTH WALL                |
| WBH |   | 10120214 |   | LAGGING  ON FURNACE FRONT WALL             |
| WBH |   | 1012015  |   | LAGGING  ON FURNACE FRONT WALL             |
| WBH |   | 10120216 |   | ECONOMIZER  WALL INSULATION                |
| WBH |   | 10120217 |   | ECONOMIZER  HOPPER INSULATION              |
| WBH |   | 10120218 |   | ECONOMIZER  LAGGING                        |
| WBH |   | 10120219 |   | ECONOMIZER  LAGGING                        |
| WBH |   | 10120220 |   | INSULATE  EXTENDED SIDE WALLS              |
| WBH |   | 10120221 |   | LAGGING  ON EXT SIDE WALL                  |
| WBH |   | 10120222 |   | LAGGING  ON EXT SIDE WALL                  |
| WBH |   | 10120223 |   | INSULATE  NORTH RETR STBLW PIPE            |
| WBH |   | 10120224 |   | INSULATE  SOUTH RETR STBLW PIPE            |
| WBH |   | 10120225 |   | INSULATE  WALLBLOWER PIPE                  |
| WBH |   | 10120226 |   | INSUL  STBLOW REDUCING STATION             |
| WBH |   | 10120227 |   | INSULATE  REHEAT BYPASS TUBES              |
| WBH |   | 10120228 |   | INSULATE  ECON RECIRC LINE                 |
| WBH |   | 10120229 |   | INSULATE  DRAIN PIPES                      |
| WBH |   | 10120232 |   | LAGGING  ON BOILER LOWER DRUMS             |
| WBH |   | 10130010 |   | INSTL  BLR THERMA COUPLES & MISC INSTR |
| WBH |   | 11030902 |   | FINAL  PUNCHLIST DRAFT EQUIP               |
| WBH |   | 11050902 |   | FINAL  PUNCHLIST DRAFT EQUIP               |
| WBH |   | 11030903 |   | FINAL  PUNCHLIST DRAFT EQUIP               |
| WBH |   | 11050903 |   | FINAL  PUNCHLIST DRAFT EQUIP               |
| WBH |   | 11010019 |   | INSULATION  ‘B’ IB ID FAN        |
| WBH |   | 11010045 |   | INSULATION  ‘A’ 1A ID FAN        |

 

2

----

 
| WBH |   | 11010900 |   | OPERATIONAL  CHECK-OUT DRAFT EQUIPMENT         |
|-----|--------|----------|--------|------------------------------------------------|
| WBH |   | 11010901 |   | OPERATIONAL  CHECK-OUT DRAFT EQUIPMENT         |
| WBH |   | 11030900 |   | OPERATIONAL  CHECK-OUT DRAFT EQUIPMENT         |
| WBH |   | 11030901 |   | OPERATIONAL  CHECK-OUT DRAFT EQUIPMENT         |
| WBH |   | 11050904 |   | C/OUT  PAH DUCT, CONT DRIVERS & INSTR.     |
| WBH |   | 11050904 |   | C/OUT  ACM DUCT, CONT DRIVERS & INSTR.     |
| WBH |   | 11050906 |   | C/OUT  AAH DUCT CONT. DRIVERS & INSTR.     |
| WBH |   | 11060900 |   | CHECK-OUT  A&B SIDE GAS DUCT               |
| WGH |   | 11070018 |   | INSULATE  AIR PREHEATER                        |
| ALZ |   | 15005902 |   | OPERATIONAL  C/OUT BLR FD & SER WTR EQP    |
| ALZ |   | 15005903 |   | OPERATIONAL  C/OUT BLR FD & SER WTR EQP    |
| ALZ |   | 15005904 |   | OPERATIONAL  C/OUT BLR FD & SER WTR EQP    |
| ALZ |   | 15005905 |   | OPERATIONAL  C/OUT BLR FD & SER WTR EQP    |
| ALZ |   | 15005906 |   | FINAL  PUNCHLIST-BLR FD & SER WTR EQUIP    |
| ALZ |   | 15005907 |   | FINAL  PUNCHLIST-BLR FD & SER WTR EQUIP    |
| ALZ |   | 15005908 |   | FINAL  PUNCHLIST-BLR FD & SER WTR EQUIP    |
| ALZ |   | 15005909 |   | FINAL  PUCHLIST-BLR FD & SER WTR EQUIP     |
| ALZ |   | 15010014 |   | INSULATE  PUMP                                 |
| ALZ |   | 15020003 |   | FACTORY  APPROVAL 1A TDBFP                     |
| ALZ |   | 15020005 |   | I  & C TDBFP (A-SIDE)                      |
| ALZ |   | 15020014 |   | HYDRO  TEST DUCT 1A TDBFP                      |
| ALZ |   | 15020015 |   | INSULATE  DUCT                                 |
| ALZ |   | 15020023 |   | FINAL  PUMP MECH                               |
| ALZ |   | 15020024 |   | FINAL  TURBINE MECHANICAL 1A TDBFP             |
| ALZ |   | 15020026 |   | INSULATE  1A TDBFP                             |
| ALZ |   | 15020043 |   | FACTORY  APPROVAL 1B TDBFP                     |
| ALZ |   | 15020045 |   | I  & C TDBFP (B-SIDE) 1B TDBFP             |
| ALZ |   | 15020054 |   | HYDRO  TEST DUCT 1B TDBFP                      |
| ALZ |   | 15020055 |   | INSULATE  DUCT 1B TDBFP                        |
| ALZ |   | 15020063 |   | FINAL  PUMP MECHANICAL 1B TDBFP                |
| ALZ |   | 15020064 |   | FINAL  TURB MECHANICAL 1B TDBFP                |
| ALZ |   | 15020066 |   | INSULATE  1B TDBFP                             |
| ALZ |   | 15020900 |   | CHECK-OUT  1A TDBFP                            |
| ALZ |   | 15020901 |   | CHECK-OUT  1B TDBFP                            |
| ALZ |   | 15030023 |   | INSULATE  HTR A & B                        |
| ALZ |   | 15050900 |   | CHECK  OUT CHEMICAL INJECTION EQUIPMENT        |
| ALZ |   | 15050901 |   | CHECK  OUT CHEMICAL INJECTION EQUIPMENT        |
| FJW |   | 18010004 |   | PROJECT  INSUL VENTS&DRAINS (NO JACKET)    |
| FJW |   | 18010008 |   | INSULATE  BLR FILL & DRAINS AFTER HYDRO    |
| FJW |   | 18010009 |   | INSUL  JACKET-VENTS & DRAINS               |
| FJW |   | 18060060 |   | INSULATE  MS-3,4,9 TR (NO JACKET)              |
| FJW |   | 18060062 |   | INSULATE  MS – 1,2 BR 14.5-12 (NO JACKET) |
| FJW |   | 18060063 |   | INSULATION  MS-6/9 (NO JACKET)                 |
| FJW |   | 18060065 |   | INSUL  JACKET –MS-3,4,9 TR                |
| FJW |   | 18060070 |   | SET  AND LOAD HANGERS MS                       |
| FJW |   | 18060071 |   | INSUL  JACKET-MS BR&CR 17-14.5             |
| FJW |   | 18060072 |   | INSUL  JACKET-MS-1,2 BR-14.5-12                |

 

3

----

 
| FJW |   | 18060075 |   | INSUL  JACKET-MIS 6,9                         |
|-----|--------|----------|--------|-----------------------------------------------|
| FJW |   | 18060212 |   | CONT  WRG MN STMT C & MISC INST           |
| FJW |   | 18070061 |   | INSULATE  HR BR & CR 17-14.5              |
| FJW |   | 18070062 |   | INSULATE  HR BR 14.5-12                       |
| FJW |   | 18070063 |   | INSULATE  CR BR&CR 17-14.5 (NO JACKET)    |
| FJW |   | 18070064 |   | INSULATE  CR BR 14.5-12 (NO JACKET)           |
| FJW |   | 18070066 |   | INSULATE  CR TURBINE RM (NO JACKET)           |
| FJW |   | 18070070 |   | SET  AND LOAD HGRS REHEAT                     |
| FJW |   | 18070075 |   | INSULATE  CR 2.1 (NO JACKET)                  |
| FJW |   | 18070093 |   | RECALIBRATE  HOT-REHEAT HANGERS               |
| FJW |   | 18070361 |   | INSUL  JACKET –HR BR& CR 17-14.5     |
| FJW |   | 18070362 |   | INSUL  JACKET-JR BR 14.5-12                   |
| FJW |   | 18070363 |   | INSUL  JACKET-CR BR&CR 17-14.5            |
| FJW |   | 18070364 |   | INSUL  JACKET-CR BR 14.5-12                   |
| FJW |   | 18070366 |   | INSUL  JACKET-CR TURBINE ROOM                 |
| FJW |   | 18070375 |   | INSUL  JACKET-CR 2.1                          |
| FJW |   | 18090007 |   | H/F/W  GS TDBFP’S                        |
| FJW |   | 18090008 |   | H/F/W  GS TDBFP’S                        |
| FJW |   | 18090010 |   | REMOVE  GS TEMP PIPE HOTWELL PUMP             |
| FJW |   | 18090011 |   | REMOVE  GS TEMP PIPE MDBFP                    |
| FJW |   | 18090012 |   | REMOVE  GS TEMP PIPE TDBFP’S             |
| FJW |   | 18090013 |   | REMOVE  GS TEMP PIPE COND MAKE-UP PUMPS       |
| FJW |   | 18100006 |   | INSULATE  BFD-5 BR&CR (NO JACKET)         |
| FJW |   | 18100010 |   | INSUL  JACKET –BFD-5 BR & CR         |
| FJW |   | 18100054 |   | INS  FOR 25 BFD & RECIRC                  |
| FJW |   | 18100207 |   | INSULATE  BFD ELEV 505-530 (NO JACKET)        |
| FJW |   | 18100216 |   | INSULATE  BFD ELEV. 475-505 (NO JACKET)       |
| FJW |   | 18100224 |   | INSUL  JACKET-BFD ELEV 505-530                |
| FJW |   | 18100234 |   | INSULATE  BFD ELEV. 530-550 (NO JACKET)       |
| FJW |   | 18100241 |   | WET  AND LOAD HANGERS                         |
| FJW |   | 18100266 |   | INSUL  JACKET-BFD ELEV 475-505                |
| FJW |   | 18100280 |   | INSUL  JACKET-BFD ELEV 530-550                |
| FJW |   | 18110006 |   | INSULATE  AT – 4,5,6,7 (NO JACKET)       |
| FJW |   | 18110009 |   | INSUL  JACKET-AT 4,5,6,7                      |
| FJW |   | 18110027 |   | INSULATE  AT–1,2,3 (NO JACKET)           |
| FJW |   | 18110031 |   | INSUL  JACKET – AT 1,2,3                 |
| FJW |   | 18110035 |   | CONTROL  WRG INSTRUM & CV’S          |
| FJW |   | 18110046 |   | SET  AND LOAD HANGERS                         |
| FJW |   | 18120023 |   | INSTRUM  BFS PPG                              |
| FJW |   | 18120025 |   | CONT  WRG INSTRUM                             |
| FJW |   | 18120062 |   | INS  12” BFS-2 HDR TO TDBFP (NO JACKET)  |
| FJW |   | 18120063 |   | INS  12” BFS-2 HDR TO MDBFP (NO JACKET)  |
| FJW |   | 18120070 |   | SET  AND LOAD HANGERS BFS                     |
| FJW |   | 18120262 |   | INSUL  JACKET-12” BFS-2 HEADER TO TDBFP  |
| FJW |   | 18120263 |   | INSUL  JACKET-12” BFS-2 HEADER TO MDBFP  |
| FJW |   | 18130021 |   | INS ES-10, 11, 12 DAHDR-DA&TDBFD (NO JKT) |
| FJW |   | 18130028 |   | INSTRUM  EXT STM PIPING                       |

 

4

----

 
| FJW |   | 18130036 |   | INSUL ES-18, 19, 22, 23, 24 CRV’S (NO JKT) |
|-----|--------|----------|--------|-------------------------------------------------|
| FJW |   | 18130221 |   | INSUL JACKET-ES-10, 11, 12 DAHDR DA&TDBFP   |
| FJW |   | 18130236 |   | INS JKT-ES-12 TO TDBFD                          |
| FJW |   | 18130244 |   | INSUL  JACKET-ES-12 TO TDBFD                    |
| FJW |   | 18140082 |   | INSUL  JACKET-HOV PERSONEL PROT                 |
| FJW |   | 18140225 |   | INSUL  HOV PERSONEL PROTECTION (NO JKT)         |
| FJW |   | 18150002 |   | INSULATE  TDR (NO JACKET)                       |
| FJW |   | 18150007 |   | INSUL  JACKET-TDR                               |
| FJW |   | 18150021 |   | CONTROL  WRG FOR 17 MOV’S FOR TDR          |
| FJW |   | 18190017 |   | CTL  COND-TUBE 4CV’S BA HOP OVERFLW TNK    |
| FJW |   | 18190025 |   | INS  FOR TUBE 2 CV’S & 4 INSTRU@FLYASH |
| FJW |   | 18190030 |   | HFW  HP WTR PIPING PUMP TO HYDROVEYORS          |
| FJW |   | 18190031 |   | HFW  HP WTR PIPING PUMP TO HYDROVEYORS          |
| FJW |   | 18280002 |   | B.R.  HOUSE AIR ABOVE 530                       |
| FJW |   | 18280003 |   | B.R.  HOUSE AIR ABOVE 530                       |
| FJW |   | 18280005 |   | CTL  COND FOR (12) INSTT-UNIT HSE AIR PPG       |
| FJW |   | 1832002  |   | INSULATE  CHEM INJECTION PPG (NO JKT)           |
| FJW |   | 18320004 |   | INSUL  JACKET-CHEM INJECT PPG                   |
| JLP |   | 21030041 |   | CONDUIT  FOR PRECIP INSTRUMENT.                 |
| JLP |   | 21030043 |   | CONDUIT  FOR ID FAN MONORAILS                   |
| JLP |   | 21030044 |   | POWER  WRG FOR ID FAN MONORAILS                 |
| JLP |   | 21030045 |   | CONDUIT  FOR HOPPER HEATERS                     |
| JLP |   | 21030046 |   | POWER  WRG FOR HOPPER HEATERS                   |
| JLP |   | 21030047 |   | CONDUIT  FOR ESP MONORAILS                      |
| JLP |   | 21030048 |   | POWER  WRG FOR ESP MONORAIL                     |
| JLP |   | 21030052 |   | CTL  WRG HOPPER LEVEL DETECTORS                 |
| JLP |   | 21030053 |   | CONDUIT  FOR ESP BRIDGE CRANE                   |
| JLP |   | 21030054 |   | POWER  WRG FOR ESP BRIDGE CRANE                 |
| JLP |   | 21030059 |   | CONTROL  WRG FOR ID FAN MONORAILS               |
| JLP |   | 21030061 |   | CONTROL  WRG FOR ESP MONORAIL                   |
| JLP |   | 21030066 |   | CONTROL  WRG FOR ESP BRIDGE CRANE               |
| JLP |   | 21030075 |   | CONDUIT  FOR HVAC                               |
| JLP |   | 21030076 |   | PWR  WIRING FOR HVAC                            |
| JLP |   | 21030078 |   | INSTALL  UPS PANELS & FEEDS IN PRECIP       |
| JLP |   | 21030080 |   | CONDUIT  TO PENTHOUSE VENT FANS                 |
| JLP |   | 21030081 |   | POWER  WIRING TO PENTHOUSE VENT FANS            |
| JLP |   | 21030082 |   | CONTROL  WIRING TO PENTHOUSE VENT FANS          |
| JLP |   | 21030083 |   | PENTHOUSE  VENT FANS                            |
| JLP |   | 21030084 |   | INSTALL  KEY INTERLOCK SYS/ESP                  |
| JLP |   | 21030085 |   | INSTALL  KEY INTERLOCK SYS/ESP                  |
| JLP |   | 21040002 |   | INSULATE  N-SIDE END WALLS                      |
| JLP |   | 21040004 |   | INSULATE  S-SIDE END WALLS                      |
| JLP |   | 21040008 |   | N-SIDE  INLET NOZZLE INSULATION                 |
| JLP |   | 21040010 |   | S-SIDE  INLET NOZZLE INSULATION                 |
| JLP |   | 21040018 |   | INSULATE  N-SIDE OUTLET NOZZLE                  |
| JLP |   | 21040019 |   | INSULATE  S-SIDE OUTLET NOZZLE                  |
| JLP |   | 21040020 |   | INSULATE  S-SIDE OUTLET NOZZLE                  |

 

5

----

 
| JLP |   | 21040026 |   | INL  DUCK PREINSUL SIDING                      |
|-----|--------|----------|--------|------------------------------------------------|
| JLP |   | 21040028 |   | INST  LTG ELCT BLDG                            |
| JLP |   | 21040029 |   | INST  LTG ELCT BLDG                            |
| JLP |   | 21040222 |   | OUTLET  DUCT PREINSULATED SIDING               |
| JLP |   | 21060003 |   | INST  RCPTS ELECT BLDG                         |
| JLP |   | 21060004 |   | INST  RCPTS HOPPER RM                          |
| JLP |   | 21060005 |   | SET  TR & RCPT PNL (PNTHSE)                |
| JLP |   | 21060006 |   | SET  TR & RCPT PNL (PNTHSE)                |
| JLP |   | 21060008 |   | INST  RECPTS PNTHSE                            |
| JLP |   | 21080002 |   | INST  LTG HOPPER RM                            |
| JLP |   | 21080003 |   | INST  LTG HOPPER RM                            |
| JLP |   | 21080005 |   | INST  LTG PNTHSE                               |
| JLP |   | 21080006 |   | INST  LTG PNTHSE                               |
| JLP |   | 21080008 |   | INST  OUTDOOR LTG                              |
| JLP |   | 21080009 |   | INST  OUTDOOR LTG                              |
| JLP |   | 21090001 |   | INST  COMM ELECT BLDG                          |
| JLP |   | 21090002 |   | INST  COMM ELECT BLDG                          |
| JLP |   | 21090003 |   | INST  COMM ELECT BLDG                          |
| JLP |   | 21090004 |   | INST  COMM HOPPER RM                           |
| JLP |   | 21090005 |   | INST  COMM HOPPER RM                           |
| JLP |   | 21090006 |   | INST  COMM HOPPER RM                           |
| JLP |   | 21090007 |   | INST  COMM PNTHSE                              |
| JLP |   | 21090008 |   | INST  COMM PNTHSE                              |
| JLP |   | 21090009 |   | INST  COMM PNTHSE                              |
| JLP |   | 21100008 |   | INST  GND SYS PNTHSE                           |
| JLP |   | 21130005 |   | POWER  WIRING – HVAC                      |
| ADR |   | 21130900 |   | CHECK-OUT  CONTROL BLDG HVAC                   |
| ADR |   | 22020023 |   | PERM  FEED TO STACK LIGHTS                     |
| ADR |   | 22020024 |   | INSTALL  PERM FEED TO ELEV                     |
| ADR |   | 22030006 |   | FINAL  SUPPORT SAMPLE TUBING                   |
| ADR |   | 22030900 |   | C/OUT  INSTRUMENTATION/STACK MONITORING        |
| ALZ |   | 25020035 |   | INST  TR, PNL, CON, WRG&HEAT TRACE CONV RM |
| ALZ |   | 25020036 |   | INST  TR, PNL, CON, WRG&HEAT TRACE CONV RM |
| ALZ |   | 25020902 |   | FINAL  PUNCHLIST-PLANT COAL HANDLING           |
| ALZ |   | 25020903 |   | FINAL  PUNCHLIST-PLANT COAL HANDLING           |
| ALZ |   | 25030900 |   | CHECK-OUT  AS-FIRED SAMPLING EQUIPMENT         |
| ALZ |   | 25040901 |   | FINAL  PUNCHLIST-PLANT COAL HANDLING           |
| ALZ |   | 26010017 |   | FINAL  ADJ MILLS                               |
| ALZ |   | 26010900 |   | OPERATIONALC/OUT  PULVERIZED FUEL EQUIP        |
| ALZ |   | 26010901 |   | FINAL  PUNCHLIST-PULVERIZED FUEL EQUIP         |
| ALZ |   | 26010902 |   | FINAL  PUNCHLIST-PULVERIZED FUEL EQUIP         |
| ALZ |   | 26010903 |   | FINAL  PUNCHLIST-PULVERIZED FUEL EQUIP         |
| ALZ |   | 26020900 |   | CHECK-OUT  COAL FEEDERS                        |
| ALZ |   | 26020901 |   | CHECK-OUT  COAL FEEDERS                        |
| ALZ |   | 26020902 |   | CHECK-OUT  COAL FEEDERS                        |

 

6

----

 
| ALZ |   | 26030011 |   | INSTALL  AIR CONNECTIONS @ PIPE                  |
|-----|--------|----------|--------|--------------------------------------------------|
| ALZ |   | 26030012 |   | INSTALL  AIR CONNECTIONS @ PIPE                  |
| JLP |   | 30070001 |   | EXTERIOR  LTG                                    |
| JLP |   | 30110008 |   | FUEL  OIL UNLOADING PAD                          |
| DCW |   | 31030221 |   | INSTL  BULKHEAD&DOORS C,D & S CONVEYOR   |
| DCW |   | 31030223 |   | INSTL  BULKHEAD&DOORS C,D & S CONVEYOR   |
| DCW |   | 31030285 |   | INST  TR,PNL,COND,WRG&HT TRC COAL UNLD       |
| DCW |   | 31030901 |   | FINAL  PUNCHLIST-KCOAL UNLOADING                 |
| DCW |   | 31040216 |   | INSTALL  TOEPLATE-TRANSFER HSE                   |
| ALZ |   | 32010900 |   | CHECKOUT-STACKER/RECLAIMER                       |
| ALZ |   | 32020012 |   | FINAL  CONST INSPECT VIBRATING FEEDERS           |
| ALZ |   | 32020013 |   | FINAL  CONST INSPECT VIBRATING FEEDERS           |
| ALZ |   | 32020014 |   | FINAL  CONST INSPECT VIBRATING FEEDERS           |
| ALZ |   | 32020900 |   | OPERATIONAL  CHECKOUT-COAL CONVEYING             |
| ALZ |   | 32020901 |   | FINAL  PUNCHLIST-COAL CONVEYING                  |
| ALZ |   | 32030039 |   | INSTL  BULKHDS & DRS CRUSH HSE CONV E&R1 |
| ALZ |   | 32030040 |   | INSTL  BULKHDS & DRS CRUSH HSE CONV E&R1 |
| ALZ |   | 32030084 |   | FLUSH&TEST  UPPER E/F1/F2 & r1 FIRE PROT |
| ALZ |   | 32030900 |   | OPERATIONAL  CHECKOUT-COAL CONVEYING             |
| ALZ |   | 32030901 |   | FINAL  PUNCHLIST-COAL CONVEYING                  |
| ALZ |   | 32030902 |   | CHECKOUT-R  CONVEYOR                             |
| ALZ |   | 32040900 |   | OPERATIONAL  CHECKOUT-COAL CONVEYING             |
| ALZ |   | 32040901 |   | FINAL  PUNCHLIST-COAL CONVEYING                  |
| ALZ |   | 32050018 |   | MAGNETIC  SEPERATOR TRASH CHUTE                  |
| ALZ |   | 32050019 |   | MAGNETIC  SEPERATOR TRASH CHUTE                  |
| ALZ |   | 32050900 |   | OPERATIONAL  CHECKOUT-COAL CONVEYING             |
| ALZ |   | 32050901 |   | FINAL  PUNCHLIST-COAL CONVEYING                  |
| ALZ |   | 32070009 |   | INSTALL  FLOOR LIFT                              |
| ALZ |   | 32070032 |   | POWER  WIRING HVAC                               |
| ALZ |   | 32070033 |   | CONTROL  WIRING HVAC                             |
| ALZ |   | 32070033 |   | CONTROL  WIRING HVAC                             |
| ALZ |   | 32070037 |   | CONDUIT/WIRING  TO PUMPS                         |
| ALZ |   | 32070038 |   | CONDUIT/WIRING  TO PUMPS                         |
| ALZ |   | 32070051 |   | SET  AIR COMP & INSTL PIPING                 |
| ALZ |   | 32070052 |   | SET  AIR COMP & INSTL PIPING                 |
| ALZ |   | 32070053 |   | SET  AIR COMP & INSTL PIPING                 |
| ALZ |   | 32070054 |   | INSTALL  PA & TELEPHONE EQUIP.               |
| ALZ |   | 32070055 |   | INSTALL  PA & TELEPHONE EQUIP.               |
| ALZ |   | 32070057 |   | PWR  & CTL FOR AIR COMPRESSOR                |
| ALZ |   | 32070058 |   | PWR  & CTL FOR AIR COMPRESSOR                |
| ALZ |   | 32070059 |   | ELECTRICAL  FOR (2) FLOOR LIFTS                  |
| ALZ |   | 32070060 |   | ELECTRICAL  FOR (2) FLOOR LIFTS                  |
| ALZ |   | 32070900 |   | OPERATIONAL  CHECKOUT-COAL                       |
| ALZ |   | 32070901 |   | FINAL  PUNCHLIST-COAL CONVEYING                  |
| DCW |   | 35030050 |   | DUST  SUPPRESSION SYS (A CONV)                   |
| DCW |   | 35030051 |   | DUST  SUPPRESSION SYS (A CONV)                   |
| DCW |   | 35030052 |   | DUST  SUPPRESSION SYS (A CONV)                   |

 

7

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| DCW |   | 35030053 |   | DUST  SUPPRESSION SYS (A CONV)                   |
|-----|--------|----------|--------|--------------------------------------------------|
| DCW |   | 35030267 |   | INST  TR,PNL,COND,WRG&HT TRC-LS CONV&RPB |
| DCW |   | 35030907 |   | CHECK-OUT  DUST SUPPRESSION EQUIPMENT            |
| DCW |   | 35030908 |   | CHECK-OUT  DUST SUPPRESSION EQUIPMENT            |
| DCW |   | 35030909 |   | CHECK-OUT  DUST SUPPRESSION EQUIPMENT            |
| DCW |   | 35030910 |   | OPER  C/OUT REACTANT SUPPLY & BARG UNLD      |
| DCW |   | 35030911 |   | FINAL  PUNCHLIST-REACT SUPPLE& BARGE UNLD    |
| DCW |   | 35050020 |   | LIGHTING  FOR LIME TRANSFER HSE                  |
| DCW |   | 35050023 |   | CONDUIT/PWR  WRG-HVAC                            |
| DCW |   | 35050901 |   | CHECK-OUT  MATERIAL HANDLING EQUIPMENT           |
| DCW |   | 35050902 |   | CHECK-OUT  MATERIAL HANDLING EQUIPMENT           |
| DCW |   | 35050903 |   | OPER  C/OUT REACTANT SUPPLY & BARGE UNLD     |
| DCW |   | 35050904 |   | FINAL  PUNCHLIST-REACT SUPPL & BARGE UNLD    |
| DCW |   | 35060028 |   | LAPE  LIGHTING                                   |
| DCW |   | 35070010 |   | FINAL  CONSTR INSPECTION DEAD STOR HOP           |
| DCW |   | 35110003 |   | WIRE  & ENERG RCPT PNL                       |
| DCW |   | 35110005 |   | INST  RECPT BRIDGE,A CONV,&TRANSFER HSE      |
| DCW |   | 35110007 |   | INST  RECPT B7C CONV,LAPE,RECLM                  |
| DCW |   | 35130003 |   | PULL  MN CBLS & ENERG LTG PNL                |
| DCW |   | 35130005 |   | INST  LGT A-CONV,B CONV,C CONV&RECLM TUN     |
| DCW |   | 35130006 |   | INST  LGT A-CONV,B CONV,C CONV&RECLM TUN     |
| DCW |   | 35140002 |   | INST  COMM TRANS HSE & A CONV                |
| DCW |   | 35140003 |   | INST  COMM TRANS HSE & A CONV                |
| DCW |   | 35140004 |   | INST  COMM TRANS HSE & A CONV                |
| DCW |   | 35140005 |   | INST  COMM B CONV, C CONV, LAPE                  |
| DCW |   | 35140006 |   | INST  COMM B CONV, C CONV, LAPE&RECLM TUNL   |
| DCW |   | 35150001 |   | INST  UNDERGROUND GRID                           |
| DCW |   | 35180009 |   | INSTALL  LIMESTONE HANDLING                      |
| DCW |   | 35180010 |   | INSTALL  LIMESTONE HANDLING                      |
| CRP |   | 40010900 |   | CHECK-OUT  INSTRUMENT FOR INLET DUCTS            |
| CRP |   | 40010901 |   | OPERATIONAL  CHECK-OUT – SDRS               |
| CRP |   | 40010902 |   | FINAL  PUNCH LIST – SDRS                    |
| CRP |   | 40010903 |   | FINAL  PUNCH LIST – SDRS                    |
| CRP |   | 40020550 |   | SDRS  ROOF HANDRAIL                              |
| CRP |   | 40020707 |   | CONDUIT  FOR COMPRESSOR BAY ROOF EXHAUST         |
| CRP |   | 40020708 |   | PWR  WIR FOR COMPRESSOR BAY ROOF EXHAUST         |
| CRP |   | 40020709 |   | CTL  WIR FOR COMPRESSOR BAY ROOF EXHAUST         |
| CRP |   | 40020716 |   | CONDUIT  FOR SDRS ROLL UP DOORS                  |
| CRP |   | 40020717 |   | POWER  WIRING FOR ROLL UP DOORS                  |
| CRP |   | 40020718 |   | CONTROL  WRG FOR ROLL UP DOORS                   |
| CRP |   | 40020719 |   | CONDUIT  FOR HVAC HEATER & EXH               |
| CRP |   | 40020720 |   | PWR  WRG FOR HVAC HEATER & EXH               |
| CRP |   | 40020721 |   | CONTROL  WRG-HVAC HEATER & EXH               |

 

8

----

 
| CRP |   | 40020722 |   | INSTALL  LTG IN SDRS STRUCTURE              |
|-----|--------|----------|--------|---------------------------------------------|
| CRP |   | 40020850 |   | SDRS  HVAC, HEATER & EXHAUSTER          |
| CRP |   | 40020851 |   | SDRS  HVAC, HEATER & EXHAUSTER          |
| CRP |   | 40020852 |   | SDRS  HVAC, HEATER & EXHAUSTER          |
| CRP |   | 40020901 |   | CHECK-OUT  REACTANT NK SCREEN               |
| CRP |   | 40020902 |   | OPERATIONAL  CHECK-OUT – SDRS          |
| CRP |   | 40020903 |   | FINAL  PUNCH LIST – SDRS               |
| CRP |   | 40020904 |   | FINAL  PUNCH LIST – SDRS               |
| CRP |   | 40040900 |   | CHECK-OUT  REACTANT NK INSTRUM.             |
| CRP |   | 40040901 |   | OPERATIONAL  CHECK-OUT – SDRS          |
| CRP |   | 40040902 |   | FINAL  PUNCH LIST – SDRS               |
| CRP |   | 40040903 |   | FINAL  PUNCH LIST – SDRS               |
| CRP |   | 40050900 |   | C/OUT  DEMISTER WASH & SEAL WATER TANKS |
| CRP |   | 40050901 |   | C/OUT  DEMISTER WASH & SEAL WATER TANKS |
| CRP |   | 40050902 |   | OPERATIONAL  CHECK-OUT – SDRS          |
| CRP |   | 40050903 |   | FINA  PUNCH LIST – SDRS                |
| CRP |   | 40050904 |   | FINAL  PUNCH LIST – SDRS               |
| CRP |   | 40060008 |   | SDRS  SERVICE BLDG LIGHTING                 |
| CRP |   | 40060009 |   | SDRS  SERVICE BLDG. LIGHTING                |
| CRP |   | 40060018 |   | CONTROL  WRG-SDRS SERV BLDG                 |
| CRP |   | 40060051 |   | DEMISTER  ROOM LIGHTING                     |
| CRP |   | 40080022 |   | DEMISTER  WASH PUMPS                        |
| CRP |   | 40080206 |   | CRANES  & HOIST SDRS                    |
| CRP |   | 40080235 |   | CONDUIT  FOR SDRS CRANES AND HOIST          |
| CRP |   | 40080237 |   | POWER  WIRING FOR SDRS CRANES AND HOISTS    |
| CRP |   | 40080904 |   | CHECK-OUT  PURGE AIR FANS                   |
| CRP |   | 40080905 |   | CHECK-OUT  PURGE AIR FANS                   |
| CRP |   | 40080906 |   | CHECK-OUT  CRANES & HOIST               |
| CRP |   | 40080910 |   | CHECK-OUT  SUMP PUMPS                       |
| CRP |   | 40080911 |   | CHECK-OUT  SUMP PUMPS                       |
| CRP |   | 40080912 |   | OPERATIONAL  CHECK-OUT – SDRS          |
| CRP |   | 40080913 |   | FINAL  PUNCH LIST – SDRS               |
| CRP |   | 40080914 |   | FINAL  PUNCH LIST – SDRS               |
| CRP |   | 40100051 |   | FRP  DUCK DRAIN PIPING                      |
| CRP |   | 40100052 |   | FRP  DUCK DRAIN PIPING                      |
| CRP |   | 40100059 |   | HEAT  TRACE & INS SERV& ASH WTR     |
| CRP |   | 40100060 |   | HEAT  TRACE & INS SERV& ASH WTR     |
| CRP |   | 40100066 |   | HEAT  TRACE&INS RETURN WTR REACT TANKS  |
| CRP |   | 40100067 |   | HEAT  TRACE&INS RETURN WTR REACT TANKS  |
| CRP |   | 40100070 |   | HEAT  TRACE&INS DEMIS WASH PIPING       |
| CRP |   | 40100071 |   | HEAT  TRACE&INS DEMIS WASH PIPING       |
| CRP |   | 40100900 |   | OPERATIONAL  CHECK-OUT – SDRS          |
| CRP |   | 40100902 |   | FINAL  PUNCH LIST – SDRS               |
| CRP |   | 40130003 |   | INSTL  & WIRE RECEPTABLE-A SIDE         |
| CRP |   | 40130006 |   | INSTL  & WIRE RECEPTABLE-B SIDE         |
| CRP |   | 40140003 |   | INST  CABLE TRAY ‘A’ ABSORBER     |
| CRP |   | 40140004 |   | INST  CABLE TRAY ‘A’ ABSORBER     |

 

9

----

 
| CRP |   | 40140005 |   | INST  CABLE TRAY ‘B’ ABSORBER    |
|-----|--------|----------|--------|--------------------------------------------|
| CRP |   | 40140006 |   | INST  CABLE TRAY ‘B’ ABSORBER    |
| CRP |   | 40140900 |   | OPERATIONAL  CHECK-OUT – SDRS         |
| CRP |   | 40140901 |   | FINAL  PUNCH LIST – SDRS              |
| CRP |   | 40140902 |   | FINAL  PUNCH LIST – SDRS              |
| CRP |   | 40160001 |   | INST  COMM CONTROL BUILDING                |
| CRP |   | 40160002 |   | INST  COMM CONTROL BUILDING                |
| CRP |   | 40160003 |   | INST  COMM PMP BLDG                        |
| CRP |   | 40160004 |   | INST  COMM PMP BLDG                        |
| CRP |   | 40160005 |   | INST  COMM PMP BLDG                        |
| CRP |   | 40160006 |   | INST  COMM A ABSORBER                      |
| CRP |   | 40160007 |   | INST  COMM A ABSORBER                      |
| CRP |   | 40160008 |   | INST  COMM A ABSORBER                      |
| CRP |   | 40160009 |   | INST  COMM B ABSORBER                      |
| CRP |   | 40160010 |   | INST  COMM B ABSORBER                      |
| CRP |   | 40160011 |   | INST  COMM B ABSORBER                      |
| CRP |   | 40160012 |   | INST  COMM REACT TANK                      |
| CRP |   | 40160013 |   | INST  COMM REACT TANK                      |
| CRP |   | 40160014 |   | INST  COMM REACT TANK                      |
| CRP |   | 40160015 |   | INST  COMM STEEL TANKS                     |
| CRP |   | 40160016 |   | INST  COMM STEEL TANKS                     |
| CRP |   | 40160017 |   | INST  COMM STEEL TANKS                     |
| CRP |   | 40160019 |   | INSTL  PHONE BOX,CABLE,HEADSETS & WIRE |
| CRP |   | 40160900 |   | OPERATIONAL  CHECK-OUT – SDRS         |
| CRP |   | 40160901 |   | FINAL  PUNCH LIST – SDRS              |
| CRP |   | 40160902 |   | FINAL  PUNCH LIST – SDRS              |
| CRP |   | 40170003 |   | INSTALL  GROUND CONTROL BLDG               |
| CRP |   | 40190004 |   | INSTALL  UPS SYSTEM                        |
| JLP |   | 41010900 |   | OPERATIONAL  CHECK-OUT-REACTANT            |
| JLP |   | 41010901 |   | OPERATIONAL  CHECK-OUT-REACTANT PREP       |
| JLP |   | 41010902 |   | FINAL  PUNCHLIST-REACTANT PREP             |
| JLP |   | 41010903 |   | FINAL  PUNCHLIST-REACTANT PREP             |
| JLP |   | 41010006 |   | LIGHTING-REACTANT  PREPARATION             |
| JLP |   | 41010007 |   | HVAC-ELECT  PWR/CNTL REACT PREP BLDG       |
| JLP |   | 41020040 |   | INSTALL  LEVEL SWITCHES                    |
| JLP |   | 41020041 |   | INSTALL  LEVEL SWITCHES                    |
| JLP |   | 41020042 |   | INSTALL  LEVEL SWITCHES                    |
| JLP |   | 41050022 |   | INSTR  FOR REACT SUPPLY BLDG MILL EQUIP    |
| JLP |   | 41050080 |   | COMPL  GUARDS, DRS, MISC SYS ON MILLS      |
| JLP |   | 41050900 |   | CHECK-OUT  LIMESTONE MILL PUMPS            |
| JLP |   | 41050901 |   | CHECK-OUT  LIMESTONE MILL PUMPS            |
| JLP |   | 41050902 |   | CHECK-OUT  LIMESTONE MILL PUMPS            |
| JLP |   | 41050903 |   | CHECK-OUT  MILLS                           |
| JLP |   | 41050904 |   | CHECK-OUT  MILLS                           |
| JLP |   | 41050905 |   | CHECK-OUT  MILLS                           |
| JLP |   | 41050906 |   | CHECK-OUT  JIB CRANE                       |
| JLP |   | 41050907 |   | CHECK-OUT  REACTANT LIVE STORAGE PUMPS     |

 

10

----

 
| JLP |   | 41050908 |   | CHECK-OUT  REACTANT LIVE STORAGE PUMPS   |
|-----|--------|----------|--------|------------------------------------------|
| JLP |   | 41050909 |   | CHECK-OUT  REACTANT LIVE STORAGE PUMPS   |
| JLP |   | 41050910 |   | CHECK-OUT  LOAD CELLS                    |
| JLP |   | 41050911 |   | OPERATIONAL  CHECK-OUT-REACTANT          |
| JLP |   | 41050912 |   | FINAL  PUNCHLIST-REACTANT PREP           |
| JLP |   | 41060002 |   | INSULATE  YARD AREA PIPE                 |
| JLP |   | 41060015 |   | HEAT  TRACING                            |
| JLP |   | 41060020 |   | INSTL  15 INSTRU REACT SPLY BLDG PPG     |
| JLP |   | 41060021 |   | INSTL  15 INSTRU REACT SPLY BLDG PPG     |
| JLP |   | 41060022 |   | INSTL  15 INSTRU REACT SPLY BLDG PPG     |
| JLP |   | 41060030 |   | HOUSE  AIR PIPING – RPB             |
| JLP |   | 41060031 |   | HOUSE  AIR PIPING – RPB             |
| JLP |   | 41060900 |   | CHECK-OUT  PIPING/INSTRUMENTS            |
| JLP |   | 41060901 |   | OPERATIONAL  CHECK-OUT-REACTANT          |
| JLP |   | 41060902 |   | FINAL  PUNCHLIST-REACTANT PREP           |
| JLP |   | 41090006 |   | INSTL  & WIRE RECEPT REACT PREP BLDG |
| JLP |   | 41110001 |   | LST  LIGHTING                            |
| JLP |   | 41110002 |   | LST  LIGHTING                            |
| JLP |   | 41120003 |   | INSTL  COMM EQUIP REACTANT PREP BLDG     |
| JLP |   | 41120005 |   | INST  COMM EQUIPMENT YARD                |
| JLP |   | 41120006 |   | INST  COMM EQUIPMENT YARD                |

 

11

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