##### 



Confidential information has been omitted from this Exhibit and filed separately with the
Commission pursuant to a confidential treatment request under Rule 24b-2.
 Exhibit 10.3
 Big
Stone I and Big Stone II
 2005 Joint Facilities
Agreement
 By And Among
 CENTRAL MINNESOTA MUNICIPAL POWER AGENCY,
 GREAT RIVER ENERGY,
 HEARTLAND CONSUMERS POWER DISTRICT,
 M ONTANA-DAKOTA UTILITIES CO., A DIVISION OF MDU
 RESOURCES
GROUP, INC.,
 NORTHWESTERN CORPORATION dba NORTHWESTERN ENERGY,
 OTTER TAIL CORPORATION dba OTTER TAIL POWER COMPANY,
 SOUTHERN MINNESOTA MUNICIPAL POWER AGENCY, AND
 WESTERN MINNESOTA MUNICIPAL POWER AGENCY
 June 30, 2005




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##### 



Joint Facilities Agreement
    
    Page iBig Stone II Power Plant
    
    June 30, 2005
 TABLE OF CONTENTS
 PageARTICLE I RULES OF CONSTRUCTION AND INTERPRETATION, DEFINED TERMS
    
    
    21.01 Rules of Construction
    
    
    21.02 Termination of 2002 Joint Facilities Agreement
    
    
    21.03 Failure of BSP II Owner to Participate in BSP II Financial Closing.
    
    
    31.04 Defined Terms
    
    
    3ARTICLE
II JOINT FACILITIES: IDENTIFICATION, OWNERSHIP, ADEQUACY, AND CHANGES
    
    

102.01 Identification and Common Use of Joint Facilities
    
    
    102.02 Ownership of Joint Facilities
    
    
    102.03 Waiver of Partition Rights
    
    
    102.04 Right of Possession
    
    
    102.05 Adequacy of Property
    
    
    102.06 Changes to Joint Facilities
    
    
    112.07 Construction of New Joint Facilities
    
    
    13ARTICLE
III TRANSFER OF OWNERSHIP INTERESTS IN AND OF JOINT FACILITIES
    
    
    143.01 Transfers of Ownership Interests in Joint Facilities
    
    
    143.02 Right of First Refusal for Joint Facilities
    
    
    143.03 Decommissioning
    
    
    153.04 Covenants Run With Land
    
    
    15ARTICLE
IV WATER RESOURCES JOINT FACILITIES
    
    
    154.01 Water Resources Joint Facilities
    
    
    154.02 Water Restrictions Caused By Drought or Other Conditions
    
    
    154.03 New Brine Concentrator
    
    
    164.04 Lake Water Intake and Pipeline Structure
    
    
    174.05 Cooling Water Pond
    
    
    174.06 Water Storage Ponds
    
    
    174.07 BSP II Cooling Tower Blowdown Pond
    
    
    174.08 Demineralizer Trains
    
    
    184.09 Cold Lime Softener
    
    
    18ARTICLE V COAL AND ASH JOINT FACILITIES
    
    
    185.01 Coal And Ash Joint Facilities.
    
    
    185.02 Coal Dead Storage Area
    
    
    185.03 BSP II Live Coal Storage
    
    
    195.04 Coal Measuring Procedure
    
    
    195.05 New Coal Yard Shop
    
    
    195.06 Mobile Equipment
    
    
    195.07 Coal Receiving System, Rail Spur and Coal Unloading Facilities
    
    
    205.08 Rail Cars
    
    
    20




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##### 



Joint Facilities Agreement
    
    Page iiBig Stone II Power Plant
    
    June 30, 2005
 Page5.09 Ash Disposal Area
    
    
    205.10 Relocation of Ash Silo
    
    
    20ARTICLE
VI ADDITIONAL JOINT FACILITIES
    
    
    216.01 Plant Joint Facilities
    
    
    216.02 Warehouse
    
    
    216.03 Office and Locker Room
    
    
    216.04 Roads and Parking
    
    
    216.05 Control Room
    
    
    216.06 Common Fire System
    
    
    22ARTICLE
VII ELECTRICAL SUBSTATION
    
    
    227.01 MISO Interconnection Request
    
    
    227.02 Transmission Owners Additions and Upgrades
    
    
    227.03 Generation Owners Additions and Upgrades
    
    
    227.04 Direct Cost Reimbursements Before Commercial Operation
    
    
    227.05 No Cost Reimbursement After Commercial Operation
    
    
    23ARTICLE
VIII CONSUMABLES, PRODUCT SALES AND EMISSIONS
    
    
    238.01 Electricity Consumed by the Joint Facilities
    
    
    238.02 Fuel Oil Sales to BSP II
    
    
    248.03 Brine Concentrator Product Water and Steam Sales
    
    
    248.04 Permits
    
    
    248.05 Joint Scrubber
    
    
    25ARTICLE IX OPERATION OF JOINT FACILITIES, USAGE FEE AND PAYMENT, SINGLE OPERATOR
    
    
    259.01 Operation of the Joint Facilities
    
    
    259.02 Designated Representatives
    
    
    259.03 Joint Facilities Charges
    
    
    259.04 Netting of Payment
    
    
    259.05 Joint Facilities Fee Formulas
    
    
    259.06 Single Operator
    
    
    279.07 Joint Ownership of Joint Facilities
    
    
    28ARTICLE X ACQUISITION OF PROPERTY AND ACCESS; INDEMNIFICATION
    
    
    2810.01 Option to Purchase Contract
    
    
    2810.02 Easement Agreement
    
    
    2810.03 Pre-Construction and Construction of the BSP II Plant
    
    
    2910.04 Liability and Indemnification
    
    
    3010.05 Compliance with Laws
    
    
    3110.06 Environmental Indemnification
    
    
    3110.07 Cross-Indemnification
    
    
    3110.08 Availability of Insurance Proceeds
    
    
    3110.09 Environmental Due Diligence
    
    
    32ARTICLE
XI CASUALTY LOSS AND INSURANCE
    
    
    32




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##### 



Joint Facilities Agreement
    
    Page iiiBig Stone II Power Plant
    
    June 30, 2005
 Page11.01 Repair or Replacement
    
    
    3211.02 Insurance
    
    
    33ARTICLE
XII LIABILITY
    
    
    3312.01 Remedies and Limitation of Damages
    
    
    3312.02 Release of Liability and Associated Covenant
    
    
    33ARTICLE XIII FORCE MAJEURE
    
    
    34ARTICLE XIV DISPUTE RESOLUTION
    
    
    3414.01 Joint Meeting of Committees
    
    
    3414.02 Continued Performance
    
    
    34ARTICLE
XV RELATIONSHIP OF PARTIES
    
    
    3415.01 Nature of Obligations
    
    
    34ARTICLE
XVI TERM AND TERMINATION
    
    
    3516.01 Term
    
    
    3516.02 Automatic Termination
    
    
    35ARTICLE
XVII REPRESENTATIONS, WARRANTIES
    
    
    35ARTICLE
XVIII MISCELLANEOUS
    
    
    3618.01 Publicity Policy
    
    
    3618.02 Successors and Assigns
    
    
    3718.03 Notices
    
    
    3718.04 Amendments
    
    
    3718.05 Waiver
    
    
    3718.06 Severability
    
    
    3718.07 Governing Law
    
    
    3818.08 Consent to Jurisdiction
    
    
    3818.09 Waiver of Trial by Jury
    
    
    3818.10 No Third-Party Beneficiaries
    
    
    3818.11 Cooperation
    
    
    3818.12 Consents and Delivery of Documents
    
    
    3918.13 Captions
    
    
    3918.14 Entire Agreement
    
    
    3918.15 Counterparts
    
    
    3918.16 No Waiver
    
    
    3918.17 Cumulative Rights
    
    
    3918.18 Certain Limitations
    
    
    39EXHIBIT A
    
    
    41SCHEDULE 4.01
    
    
    43SCHEDULE 4.04
    
    
    44SCHEDULE 4.05
    
    
    45SCHEDULE 4.07
    
    
    46




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##### 



Joint Facilities Agreement
    
    Page ivBig Stone II Power Plant
    
    June 30, 2005
 PageSCHEDULE 5.01
    
    
    47SCHEDULE 5.03
    
    
    48SCHEDULE 5.06
    
    
    49SCHEDULE 5.07
    
    
    50SCHEDULE 6.01
    
    
    54SCHEDULE 9.05
    
    
    55SCHEDULE 10.01(A)
    
    
    61SCHEDULE 10.01(B)
    
    
    69SCHEDULE 10.02(A)
    
    
    76SCHEDULE 10.02(C)
    
    
    99SCHEDULE 11.02
    
    
    102




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##### 



Joint Facilities Agreement
    
    Page 1Big Stone II Power Plant
    
    June 30, 2005
 Joint Facilities Agreement
  RECITALS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS,




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##### 



Joint Facilities Agreement
    
    Page 2Big Stone II Power Plant
    
    June 30, 2005
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE
 AGREEMENTS
 ARTICLE I
RULES OF CONSTRUCTION AND INTERPRETATION, DEFINED TERMS
 1.01 Rules of Construction.
 (a)
    
    The masculine shall include the feminine and neuter.(b)
    
    References to Articles, Sections, Schedules, or Exhibits shall be to
articles, sections, schedules or exhibits of this Agreement. Any references to
Schedules or Exhibits shall be deemed to mean, as applicable, as the same may be
amended from time to time, in accordance with the provisions of this Agreement.(c)
    
    This Agreement was negotiated and prepared by each of the Parties with the
advice and participation of its own counsel. The Parties have agreed to the wording of
this Agreement and none of the provisions hereof shall be construed against one Party
on the ground that such Party is the author of this Agreement or any part hereof.(d)
    
    The Parties shall act reasonably and in accordance with the principles of good
faith and fair dealing in the performance of this Agreement.
 1.02 Termination of 2002 Joint Facilities Agreement.




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##### 



Joint Facilities Agreement
    
    Page 3Big Stone II Power Plant
    
    June 30, 2005
  1.03 Failure of BSP II Owner to Participate in the BSP II Financial Closing.
 1.04 Defined Terms.
 Additional Joint Facilities
 Affiliate(s):
 (a)
    
    any Person that directly or indirectly, controls or is controlled by or is
under common control with such Person; or(b)
    
    any Person that beneficially owns or holds fifty percent (50%) or more of any
class of voting securities of such Person or owns or holds fifty percent (50%) or more
of an ownership interest (on a fully diluted basis) in such Person.
  Agreement:
 Annual
Fixed Charge:
 Blanket Easement Agreement:
 BSP I:




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##### 



Joint Facilities Agreement
    
    Page 4Big Stone II Power Plant
    
    June 30, 2005
 BSP I Joint Facilities:
 BSP I Owners:
 BSP I Ownership Agreement:
 BSP I Plant Site:
 BSP II:
 BSP II Cooling Tower Blowdown Pond:
 BSP II Financial Closing:
 BSP II Joint Facilities:
 BSP II Legal Counsel:
 BSP II Owners:
 BSP II Participation Agreement:
 BSP II Plant Site:
 Business Day:
 Capacity:




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##### 



Joint Facilities Agreement
    
    Page 5Big Stone II Power Plant
    
    June 30, 2005
 Change:
 CMMPA:
 Coal and Ash Joint Facilities:
 Commercial Operation:
 Coordination Committee(s):
 Designated Easement Agreement:
 Designated Easement Area:
 Designated Representative:
 Dispute:
 Effective Date:
 Election Period:
 Electrical Substation
 Energy:
 Engineering and Operating Committee(s) or E&O Committee(s):
 Environmental Law: et seq et seq et seq et seq et seq et seq




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##### 



Joint Facilities Agreement
    
    Page 6Big Stone II Power Plant
    
    June 30, 2005
 FERC:
 FERC Accounts:
 Financing:
 Force Majeure Event:
 (a)
    
    the refusal of the Rural Utilities Service of the United States Department of
Agriculture to approve GREs participation in BSP II;(b)
    
    the refusal of the Minnesota Public Utilities Commission to approve Otter
Tails integrated resource plan with respect to BSP II; or(c)
    
    any Owners failure to perform any obligation under this Agreement due to its
inability to obtain an authorization or approval from a Governmental Authority where
such Governmental Authority issuing the authorization or approval is also the Owner.
 Governmental Authority:
 GRE:
 Group(s):




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##### 



Joint Facilities Agreement
    
    Page 7Big Stone II Power Plant
    
    June 30, 2005
 Hazardous Substance:
 Heartland:
 Indemnified Parties:
 Insurance:
 Joint Facilities:
 Joint Facilities Agreements:
 Joint Facilities Fee:
 Joint Scrubber:
 Law(s):
 Losses:
 Materials and Supplies:
 MISO:
 Montana-Dakota:
 Net
Investment:




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##### 



Joint Facilities Agreement
    
    Page 8Big Stone II Power Plant
    
    June 30, 2005
 Non-Transferring Group:
 NorthWestern:
 O&M
Costs:
 Operation & Maintenance Services Agreement or O&M Agreement:
 Operator:
 Option to Purchase Contract: Schedule 10.01(A).
 Otter Tail:
 Owner(s):
 Owners Insurance:
 Ownership Share:
 Participation Agreement(s):
 Party or Parties:
 Person:
 Plant(s):
 Plant Property:
 Property Agreements:




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##### 



Joint Facilities Agreement
    
    Page 9Big Stone II Power Plant
    
    June 30, 2005
 Property
Taxes:
 Prudent Utility Practice:
 Representative:
 SMMPA:
 Term:
 Third Party(ies):
 Transfer, Transferred or Transferring:
 Transferring Group:
 Use
Factor:
 Water Resources Joint Facilities:
 Willful Action:
 (a)
    
    is knowingly or intentionally done or not done with conscious indifference to
the consequences, or with the expectation that injury or damage to other Owners or any
other Person would, or would be reasonably likely to, result therefrom; or(b)
    
    is determined by final judgment or decree of a court having jurisdiction, to be
a material default under this Agreement, and occurs or continues beyond the time




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##### 



Joint Facilities Agreement
    
    Page 10Big Stone II Power Plant
    
    June 30, 2005
 specified in such judgment or decree for curing such default, or if no time to cure
is specified therein, occurs or continues beyond a reasonable time to cure such
default.
 WMMPA:
 ARTICLE II
JOINT FACILITIES: IDENTIFICATION, OWNERSHIP, ADEQUACY, AND
CHANGES
 2.01 Identification and Common Use of Joint Facilities.
 2.02 Ownership of Joint Facilities.
 2.03 Waiver of Partition Rights.
 2.04 Right of Possession.
 2.05 Adequacy of Property.




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Joint Facilities Agreement
    
    Page 11Big Stone II Power Plant
    
    June 30, 2005
 2.06 Changes to Joint Facilities.
 (a)
    
    A Group shall not make any modification, addition to, or alteration of, any of
that Groups Joint Facilities exceeding (*) (a Change) without the prior written
consent of the other Group, except in an emergency (as determined in good faith by such
Groups E&O Committee) and consistent with Prudent Utility Practice. For purposes of
this Section 2.06(a), the cost of a Change shall be measured on a project work order
basis, including, when applicable, the aggregate cost as detailed on a series of
related project work orders. One hundred eighty (180) days prior to the planned
commencement of work on such Change, the Group desiring to make such a Change shall
first give written notice to the other Group, which written notice shall describe in
detail the desired Change. Upon receipt of written notice of a desired Change, the
other Group shall have ninety (90) days to object in writing that such Change is: (1)
likely to prevent or substantially impair the Joint Facility from being useful in the
normal operation of the other Groups Plant, or (2) that the other Group is likely to
suffer materially increased expenses for use of the Joint Facility due to the Change
and, in either case, that the Change is not necessary to allow the Joint Facility to be
used in accordance with Prudent Utility Practice. Any objection shall describe in
detail the reasons the objecting Group believes the Change will prevent or
substantially impair the useful operation of the Joint Facility or materially increase
the expense of using the Joint Facility. If an objection is made, the Groups shall
negotiate in good faith to arrive at a mutually acceptable Change, an acceptable
alternate Joint Facility Fee, or another mutually acceptable resolution. Specifically,
the Groups shall promptly make all reasonable efforts to resolve the dispute about the
Change by amicable negotiations involving senior management representatives of the
Groups. Each Group agrees to provide the other Group frank, candid and timely
disclosure of relevant facts, information and documents to facilitate the negotiations.
If investigation or testing by Third Party experts would be of benefit to the Groups
in resolving the dispute, the Groups shall cooperate with each other to facilitate such
investigation or testing, as well as the allocation of any costs and expenses of Third
Party experts.
 (i)
    
    If the Groups fail to resolve the dispute within thirty (30)
days after the delivery of the objecting Groups written notice, either Groups
sole remedy shall be to refer the dispute to arbitration pursuant to the
arbitration rules of the American Arbitration Association then in effect, by
delivering to the other Group a written notice containing the following:
 (1)
    
    a statement of the issue or issues in dispute; and(2)
    
    a statement that the dispute is being referred
to arbitration.
 Any arbitration shall be conducted in Minneapolis, Minnesota, unless the
Groups shall mutually agree upon an alternate location.




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Joint Facilities Agreement
    
    Page 12Big Stone II Power Plant
    
    June 30, 2005
 (ii)
    
    A dispute submitted to arbitration shall be conducted by three
arbitrators, selected from a panel of arbitrators provided by the American
Arbitration Association as follows:
 (1)
    
    each Group shall select one arbitrator; and(2)
    
    the two arbitrators selected by each Group
shall select the third arbitrator.
 All three (3) arbitrators shall be impartial and independent of the Groups
and shall have experience and skill in the resolution of commercial disputes
in the electric utilities industry. Nothing in this Section 2.06(a) shall
preclude the Groups from agreeing to settle a dispute under Section 2.06(a)
in another manner or to alter the arbitration provisions, including, without
limitation, the number of arbitrators.(iii)
    
    To the extent possible, all disputes between the Groups
pursuant to this Section 2.06(a) will be consolidated and dealt with in a
single arbitration proceeding. No arbitration initiated by the Groups shall
include, by consolidation, joinder or otherwise, any other Person unless such
Person is required in order for complete relief to be accorded in the
arbitration.(iv)
    
    This agreement under Section 2.06(a) to arbitrate under certain
circumstances shall be specifically enforceable in any court having
jurisdiction thereof. Any decision rendered by the arbitrators pursuant to any
arbitration shall be final and binding upon the Groups and judgment may be
entered in accordance with applicable Law in any court of competent
jurisdiction.(v)
    
    The arbitrators shall determine whether the Change should not
occur, either because (a) the Change will prevent or substantially impair the
useful operation of the Joint Facility or (b) because the Change will
materially increase the expense of using the Joint Facility and is not
necessary to allow the Joint Facility to be used in accordance with Prudent
Utility Practice. If the arbitrators determine that either (a) or (b) above
applies to the Change, the Change shall not occur. The arbitrators shall have
jurisdiction and authority to interpret, apply, or determine compliance with
the provisions of this Agreement insofar as shall be necessary to the
determination of issues properly before the arbitrators, including the right to
order specific performance against either Group. The arbitrators shall not
have jurisdiction or authority to alter the provisions of this Agreement. The
arbitrators shall apportion between the Groups, all costs, expenses and
charges, including reasonable attorneys fees and expenses, incurred by the
Groups in the conduct of the arbitration.




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##### 



Joint Facilities Agreement
    
    Page 13Big Stone II Power Plant
    
    June 30, 2005
 (vi)
    
    During the continuation of any dispute arising under this
Section 2.06(a), the Groups shall continue to perform their respective
obligations under this Agreement, including prompt and timely payment of all
amounts due hereunder.
 (b)
    
    If a Group desires that a capital improvement be made to one or more of the
other Groups Joint Facilities, which the other Group chooses not to make, the Group
refusing to make such capital improvement must provide written justification for its
refusal in response to a written request (including justification) for such capital
improvement. If the Group seeking the capital improvement contends that the
justification provided by the Group that opposes the capital improvement is not
reasonable, the sole remedy of the Group seeking the capital improvement shall be to
pursue dispute resolution as provided in Section 2.06(a) to seek a determination of
whether the justification made by the Group that refused to make the capital
improvement is reasonable. If the arbitrators final determination in such dispute
resolution is that the justification for refusal is unreasonable, the refusing Group
must make the capital improvement and the cost of the capital improvement shall be
split equally between the Groups and only those costs borne by the Group that owns the
Joint Facility shall be applied to the Joint Facilities Fee formula or its depreciated
book value for purposes of Section 3.03. The Group that desired the capital improvement
shall be required to purchase such improved Joint Facility, pursuant to Section 3.03,
in the event the other Group is the first of the two Groups to decommission its Plant.
If the arbitrators final determination is that the justification for refusal is
reasonable, the refusing Group need not make the capital improvement, in which case the
Group that requested the capital improvement may not again request the same or a
similar capital improvement to the same Joint Facility for a period of two (2) years
from the date of the arbitrators final determination.(c)
    
    Without the prior written consent of the BSP I Owners, which consent shall not
be unreasonably withheld, the BSP II Owners may not, during the construction of BSP II,
modify, add to, remove, or alter any BSP I Joint Facility. The BSP II Owners shall
provide reasonable written notice to the BSP I Owners prior to making such
modification, addition, removal or alteration, and, upon written consent, the BSP II
Owners will ensure that such change does not prevent or impair the normal operation of
BSP I or increase the BSP I Owners expenses for normal operation of the BSP I Joint
Facility or of BSP I. In the event such a change prevents or impairs the normal
operation of BSP I or increases the BSP I Owners expenses for normal operation of the
BSP I Joint Facility or of BSP I, the BSP II Owners will be responsible for all
reasonable costs causally related to such impairment or expense increases. If the BSP
I Owners and the BSP II Owners cannot arrive at a mutually acceptable resolution
regarding responsibility for such reasonable costs, the sole remedy for either Group
shall be to pursue dispute resolution as provided in Section 2.06(a).
 2.07 Construction of New Joint Facilities.




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Joint Facilities Agreement
    
    Page 14Big Stone II Power Plant
    
    June 30, 2005
  ARTICLE III
TRANSFER OF OWNERSHIP INTERESTS IN AND OF JOINT FACILITIES
 3.01 Transfers of Ownership Interests in Joint Facilities.
 3.02 Right of First Refusal for Joint Facilities.
 (a)
    
    If a Group (the Transferring Group) desires to Transfer ownership of a Joint
Facility pursuant to a bona fide written offer from a Third Party, it shall first offer
such Joint Facility to the other Group (the Non-Transferring Group) according to the
following procedure:
 (i)
    
    The Transferring Group shall notify the Non-Transferring Group
of its intention to Transfer ownership of such Joint Facility and furnish the
Non-Transferring Group with a copy of the bona fide written offer signed by the
proposed Third Party transferee setting forth, in reasonable detail, the price,
terms and conditions (including, without limitation, source and terms of
financing) of the proposed Transfer. To be a bona fide written offer, such
offer must be for all cash.(ii)
    
    The Non-Transferring Group shall have ninety (90) days (the
Election Period) in which to elect in writing to the Transferring Group to
purchase the Joint Facility on all of the same terms and conditions as are set
forth in the Third Partys bona fide written offer to the Transferring Group.
In this case, the sale and purchase shall be consummated within one hundred
eighty (180) days after the end of the Election Period.(iii)
    
    If, by the end of the Election Period, the Non-Transferring
Group has not elected to purchase the Joint Facility, then the Transferring
Group shall be entitled, for a period of one hundred eighty (180) days after
the end of the Election Period, to sell the Joint Facility to the proposed
Third Party, in all respects pursuant to the terms of its bona fide written
offer. If the Transfer of the Joint Facility to the Third Party is not
completed within said one hundred eighty (180) day period, the Joint Facility
shall again become subject to the right of first refusal contained in this
Section 3.02.




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Joint Facilities Agreement
    
    Page 15Big Stone II Power Plant
    
    June 30, 2005
 3.03 Decommissioning.
 (a)
    
    If a Group decides to decommission any of its Joint Facilities, either separate
from, or in conjunction with, the decommissioning of its entire Plant, it shall first
offer in writing to sell any such Joint Facilities to the other Group for (*).(b)
    
    The non-decommissioning Group must accept such offer in writing no later than
ninety (90) days from the date of receipt of the written offer to sell. If such offer
is not accepted, the offer shall be deemed rejected. For purposes of this Section
3.03, the costs of decommissioning shall include, without limitation, the removal of
all improvements to real estate and all personal property, including all materials,
supplies, equipment, and waste associated with such Joint Facility, and any reclamation
required by applicable Law in connection with such decommissioning. The right of first
refusal provisions contained in Section 3.02 shall not apply to any Transfer
contemplated in this Section 3.03.
 3.04 Covenants Run With Land.
 ARTICLE IV
WATER RESOURCES JOINT FACILITIES
 4.01 Water Resources Joint Facilities. Schedule 4.01
 4.02 Water Restrictions Caused By Drought or Other Conditions.
 (a)
    
    The Groups acknowledge that the Water Resources Joint Facilities to be
constructed and owned by the BSP II Owners shall be designed to provide a benefit to
the BSP I Owners by increasing the water available to operate BSP I and, thereby,
increasing the ability of BSP I to operate during drought conditions. If at any time
during the Term, either BSP I or BSP II would be required to materially reduce the
Energy output of its Plant due to lack of adequate water caused by drought or other
causes, the Groups shall meet and negotiate in good faith to find a resolution that
minimizes the impact on both Plants and maximizes the collective electrical output of
both Plants, including, without limitation, entering into power purchase agreements
that would allow both Groups to minimize the reduction of each Plants electrical
output.(b)
    
    If the Groups cannot reach a mutually satisfactory resolution, each Plants
electrical output shall be reduced proportionally, based upon the relative amounts of
water used by BSP I and BSP II prior to such condition (i.e., the Plant with the




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Joint Facilities Agreement
    
    Page 16Big Stone II Power Plant
    
    June 30, 2005
 greater water consumption shall reduce its electrical output to a greater extent
than the Plant with the lesser water consumption), with each Plants reduction being
in such amount as is required so that, following such reductions, the combined water
use of both Plants does not exceed the amount of water projected to be available for
at least the next six (6) months. For purposes of determining the relative water
use of the Plants as described in this Section 4.02(b), each Plants water
consumption shall be calculated based upon assumed operation at levels equal to the
Plants accredited Capacity. However, in the event that BSP II has not yet been
accredited for Capacity, said calculation shall be based upon assumed operation at
levels equal to the nameplate Capacity of each Plant. The Groups shall share the
available water accordingly until such time as sufficient water adequate to operate
both Plants at full Capacity shall be available.
 4.03 New Brine Concentrator.
 (a)
    
    Size. The new BSP II brine concentrator shall be designed and constructed to
have brine processing capacity at least equal to the existing BSP I brine concentrator.(b)
    
    Water and Product Lines. If the BSP II Owners determine that the existing BSP
I brine concentrator water supply and product lines do not have sufficient capacity to
support the new brine concentrator, then the BSP II Owners shall construct, pay for,
and own new water supply and product lines to supply both the new and existing brine
concentrators. The new water supply and product lines shall be BSP II Joint
Facilities.(c)
    
    Sludge Pond. If the BSP II Owners determine that the existing BSP I brine
concentrator sludge pond does not have sufficient capacity to support the new BSP II
brine concentrator, then the BSP II Owners shall construct, pay for, and own a new
sludge pond. The new sludge pond shall be a BSP II Joint Facility.(d)
    
    Disposal of Brine Concentrator Waste. The costs for disposal of brine
concentrator waste, whether from the existing BSP I brine concentrator or the new BSP
II brine concentrator, shall be shared equally between the Groups.(e)
    
    New Brine Concentrator Electrical Substation. The BSP II Owners shall
construct, pay for, and own a new electrical substation to provide electric service to
the new BSP II brine concentrator. The new BSP II brine concentrator electrical
substation shall be a BSP II Joint Facility.(f)
    
    Property Rights. If the Groups jointly determine it is necessary, the BSP I
Owners shall execute and deliver any easements or rights-of-way, or sell any property
(at the price set forth in Section 10.01), to the extent that are reasonably necessary
to enable the BSP II Owners to construct the new BSP II brine




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##### 



Joint Facilities Agreement
    
    Page17Big Stone II Power Plant
    
    June 30, 2005
 concentrator, new water and product lines, and new BSP II brine concentrator
electrical substation.(g)
    
    Fees and Maintenance. The BSP II Owners shall not charge the BSP I owners a
fee for the use of the new BSP II brine concentrator, the new water and product lines,
or the new BSP II brine concentrator substation. The Groups shall share the ongoing
maintenance costs of the existing BSP I brine concentrator and the new BSP II brine
concentrator equally.
 4.04 Lake Water Intake and Pipeline Structure. Schedule 4.04
 4.05 Cooling Water Pond. Schedule
4.05
 4.06 Water Storage Ponds. Schedule 4.05
 4.07 BSP II Cooling Tower Blowdown Pond. Schedule 4.07




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##### 



Joint Facilities Agreement
    
    Page18Big Stone II Power Plant
    
    June 30, 2005
  4.08 Demineralizer Trains.
 4.09 Cold Lime Softener. Schedule 4.05
 ARTICLE V
 COAL AND ASH JOINT FACILITIES
 5.01 Coal And Ash Joint Facilities. Schedule
5.01
 5.02 Coal Dead Storage Area.




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##### 



Joint Facilities Agreement
    
    Page19Big Stone II Power Plant
    
    June 30, 2005
  5.03 BSP II Live Coal Storage. Schedule 5.03
 5.04 Coal Measuring Procedure.
 5.05 New Coal Yard Shop.
 5.06 Mobile Equipment. Schedule 5.06




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##### 



Joint Facilities Agreement
    
    Page20Big Stone II Power Plant
    
    June 30, 2005
  5.07 Coal Receiving System, Rail Spur and Coal Unloading Facilities. Schedule 5.07
 5.08 Rail Cars.
 5.09 Ash Disposal Area.
 5.10 Relocation of Ash Silo.




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##### 



Joint Facilities Agreement
    
    Page21Big Stone II Power Plant
    
    June 30, 2005
 ARTICLE VI
 ADDITIONAL JOINT FACILITIES
 6.01 Plant Joint Facilities. Schedule 6.01
 6.02 Warehouse.
 6.03 Office and Locker Room.
 6.04 Roads and Parking.
 6.05 Control Room.




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##### 



Joint Facilities Agreement
    
    Page22Big Stone II Power Plant
    
    June 30, 2005
  6.06 Common Fire System.
 ARTICLE VII
 ELECTRICAL SUBSTATION
 7.01 MISO Interconnection Request.
 7.02 Transmission Owners Additions and Upgrades.
 7.03 Generation Owners Additions and Upgrades.
 7.04 Direct Cost Reimbursements Before Commercial Operation




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##### 



Joint Facilities Agreement
    

    Page23Big Stone II Power Plant
    
    June 30, 2005
  (a)
    
    if the BSP I Owners costs to replace lost Capacity or Energy exceed the BSP I
Owners costs to produce such Capacity or Energy, then, the Groups shall mutually agree
to either:
 (i)
    
    require that the BSP II Owners shall acquire such Capacity or
Energy for the BSP I Owners and the BSP I Owners shall pay to the BSP II Owners
whatever it would have cost the BSP I Owners to produce such Capacity or Energy
at the BSP I Plant; or(ii)
    
    direct the BSP I Owners to acquire such Capacity or Energy and
charge the BSP II Owners the difference between whatever it would have cost the
BSP I Owners to produce such Capacity or Energy and what the BSP II Owners were
required to pay for such Capacity or Energy at the BSP I Plant;
  7.05 No Cost Reimbursement After Commercial Operation.
 ARTICLE VIII
 CONSUMABLES, PRODUCT SALES AND EMISSIONS
 8.01 Electricity Consumed by the Joint Facilities.




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##### 



Joint Facilities Agreement
    
    Page24Big Stone II Power Plant
    
    June 30, 2005
 8.02 Fuel Oil Sales to BSP II.
 8.03 Brine Concentrator Product Water and Steam Sales.
 8.04 Permits.
 (a)
    
    As of the Effective Date, it is contemplated that the Operator, on behalf of
BSP I and BSP II, shall apply for and obtain a single air emission permit pursuant to
Title V of the Clean Air Act with an aggregate limit of SO2and NOxemissions for both Plants. However, the BSP II Owners shall not be precluded
from applying for and obtaining a single air emission permit pursuant to Title V of the
Clean Air Act with limits of SO2 and NOx emissions not determined
on an aggregate basis. (*) If additional costs are incurred to reduce BSP Is
NOx emissions below the aggregate limit, and such reductions are necessary
to comply with the single air emission permit, then the BSP II Owners shall pay all
such costs up (*) and the Groups shall negotiate in good faith for the allocation
between the two Groups of such costs in excess of (*). After the initial single air
emission permit described in this Section 8.04 has been issued, each Group shall be
responsible for the respective costs for future renewals of any future permits on a
basis proportional to the respective generating capacity of each of the Plants, and
shall be responsible for all costs of compliance, including, without limitation,
upgrades of all kinds, with respect to its own Plant.(b)
    
    The Operator, on behalf of BSP I, shall apply for an amendment of the existing
water appropriations permit for purposes of supplying water for BSP II and shall apply
for an amendment of the existing BSP I solid waste disposal permit to accommodate BSP
IIs solid waste disposal needs. The Groups shall cooperate to obtain any other permits
that may be required by applicable Law with respect to the Plants.




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##### 



Joint Facilities Agreement
    
    Page25Big Stone II Power Plant
    
    June 30, 2005
 8.05 Joint Scrubber.
 (a)
    
    (*)(b)
    
    (*)(c)
    
    (*)
 ARTICLE IX
 OPERATION OF JOINT FACILITIES, USAGE FEE AND
PAYMENT, SINGLE OPERATOR
 9.01 Operation of the Joint Facilities.
 9.02 Designated Representatives.
 9.03 Joint Facilities Charges.
 9.04 Netting of Payment.
 9.05 Joint Facilities Fee Formulas.




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##### 



Joint Facilities Agreement
    
    Page26Big Stone II Power Plant
    
    June 30, 2005
 Schedule 9.05
 (a)
    
    With respect to the lake water intake and pipeline structure addressed in
Section 4.04 and the coal receiving system, rail spur and fuel unloading facilities
addressed in Section 5.07 existing as of the date of Commercial Operation and until
such time that a component of such Joint Facility is replaced, the Joint Facilities Fee
shall be calculated annually based upon the following formula:(*)Terms within the above formula and the formula in Section 9.05(b) are defined as
follows:O&M Costs: Shall mean the annual direct assigned operating and maintenance
costs (including, without limitation, any services provided by Third Parties) of the
applicable Joint Facility in this Section 9.05.Insurance: Shall mean an annual allocation of the cost of insurance premiums
covering the applicable Joint Facility in this Section 9.05. For purposes of this
formula, allocation of any premium shall be based upon a ratio of the amount of
capital invested in the Joint Facilities relative to total capital invested in all
property covered by the relevant insurance policy.Property Taxes: Shall mean an annual allocation of the property taxes assessed
on the applicable Joint Facility in this Section 9.05. For purposes of this
formula, allocation of any taxes shall be based upon a ratio of the amount of
capital invested in the Joint Facilities relative to total capital invested in all
property included in separately assessed property tax that includes that Joint
Facility. In instances where the BSP I Owners have separately booked their
proportional share of cost, the total property taxes on BSP I shall be determined by
calculating the full cost from Otter Tails proportion of cost.Use Factor: Shall mean the (*) of a Joint Facility (*) the Joint Facility.
With respect to the (*) shall be (*). With respect to the (*).(b)
    
    With respect to the lake water intake and pipeline structure addressed in
Section 4.04 and the coal receiving system, rail spur and fuel unloading facilities
addressed in Section 5.07 at and after a replacement of a component of such Joint
Facility listed in Schedules 4.04 and 5.07, the Joint Facilities Fee shall be
calculated annually based upon the following formula:(*)




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##### 



Joint Facilities Agreement
    
    Page27Big Stone II Power Plant
    
    June 30, 2005
  Net Investment
 Annual Fixed Charge
 9.06 Single Operator.
 (a)
    
    The Groups shall endeavor to use the same Operator for both Plants. As of the
Effective Date, Otter Tail is the Operator of the BSP I Plant pursuant to the BSP I
Ownership Agreement. Also, as of the Effective Date, the BSP II Owners intend to enter
into the Operation & Maintenance Services Agreement for the operation of BSP II.(b)
    
    (*)(c)
    
    (*)(d)
    
    (*)(e)
    
    (*)




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##### 



Joint Facilities Agreement
    
    Page28Big Stone II Power Plant
    
    June 30, 2005
 9.07 Joint Ownership of Joint Facilities.
 ARTICLE X
 ACQUISITION OF PROPERTY AND ACCESS; INDEMNIFICATION
 10.01 Option to Purchase Contract. Schedule 10.01(A) Schedule 10.01(B)
 10.02 Easement Agreement.
 (a)
    
    Contemporaneously with the execution of this Agreement, the BSP I Owners and
the BSP II Owners shall enter into the Blanket Easement Agreement, substantially in the
form attached hereto as Schedule 10.02(A).(b)
    
    Following completion of the environmental due diligence conducted pursuant to
Section 10.09 below and the design of the BSP II Plant and the BSP II Joint Facilities,
the BSP I Owners and the BSP II Owners (operating through their respective E&O
Committees) shall negotiate in good faith to determine the specific location of the
areas within the BSP I Plant Site and the BSP II Plant Site that are necessary to be
encumbered by the easements granted under the terms of the Blanket Easement Agreement
in order to ensure the operation of BSP I and BSP II in a manner that is efficient,
economical and in accord with Prudent Utility Practice (collectively, the Designated
Easement Areas). Upon such determination, the BSP I Owners and the BSP II Owners
shall enter into an instrument that either amends or restates the Blanket Easement
Agreement (the Designated Easement Agreement) in order to specifically delineate the
Designated Easement Areas and to subject such Designated Easement Areas to the
respective easements granted in the Blanket Easement Agreement and in order to release
such other areas of the BSP I Plant Site and the BSP II Plant Site from the terms and
conditions of the Blanket Easement Agreement. Based (in the BSP II Owners sole
discretion) on the results of the environmental due diligence




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##### 



Joint Facilities Agreement
    
    Page29Big Stone II Power Plant
    
    June 30, 2005
  (c)
    
    Prior to the BSP II Financial Closing (as contemplated under the BSP II
Participation Agreement), the BSP I Owners shall obtain releases from the liens of any
mortgages or deeds of trust (if any) that could affect the BSP II Owners rights to use
the Designated Easement Areas under the terms and conditions of the Blanket Easement
Agreement and the Designated Easement Agreement. The BSP II Owners agree that a
release substantially in the form attached hereto as Schedule 10.02(C)shall be
sufficient for the purposes of releasing the Designated Easement Areas from the
mortgage indentures that encumber Montana-Dakotas ownership interest in the Designated
Easement Areas. With respect to NorthWesterns mortgage indenture, the Trustee for such
mortgage indenture shall provide a certificate evidencing an absence of default under
such mortgage indenture from the grant of the easements in the Blanket Easement
Agreement.(d)
    
    As means of explanation, it is the intent of the parties that the
indemnifications contained in Sections 10.04 and 10.06 shall apply to all property that
is the subject of the Blanket Easement Agreement, except that the indemnifications
contained in Section 10.06(i) shall not apply to any property that is subject to the
Blanket Easement Agreement unless either (i) fee title to such property is conveyed to
the BSP II Owners pursuant to the Option to Purchase Contract; or (ii) such property is
designated as a Designated Easement Area.
 10.03 Pre-Construction and Construction of the BSP II Plant.




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##### 



Joint Facilities Agreement
    
    Page30Big Stone II Power Plant
    
    June 30, 2005
  10.04 Liability and Indemnification.
 (a)
    
    if the BSP I Owners costs to replace lost Capacity or Energy exceed the BSP I
Owners costs to produce such Capacity or Energy, then the Groups shall mutually agree
to either:
 (i)
    
    require that the BSP II Owners shall acquire such Capacity or
Energy for the BSP I Owners and the BSP I Owners shall pay to the BSP II Owners
whatever it would have cost the BSP I Owners to produce such Capacity or Energy
at the BSP I Plant; or(ii)
    
    direct the BSP I Owners to acquire such Capacity or Energy and
charge the BSP II Owners the difference between whatever it would have cost the
BSP I Owners to produce such Capacity or Energy and what the BSP II Owners were
required to pay for such Capacity or Energy at the BSP I Plant;




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##### 



Joint Facilities Agreement
    
    Page31Big Stone II Power Plant
    
    June 30, 2005
  10.05 Compliance with Laws.
 10.06 Environmental Indemnification.
 10.07 Cross-Indemnification.
 (a)
    
    Willful Actions under this Agreement;(b)
    
    a Groups material breach of this Agreement; and(c)
    
    a Groups failure to make a Joint Facility available for use by the other
Group.
 10.08 Availability of Insurance Proceeds.




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##### 



Joint Facilities Agreement
    
    Page32Big Stone II Power Plant
    
    June 30, 2005
  10.09 Environmental Due Diligence.
 ARTICLE XI
 CASUALTY LOSS AND INSURANCE
 11.01 Repair or Replacement.




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##### 



Joint Facilities Agreement
    
    Page33Big Stone II Power Plant
    
    June 30, 2005
 11.02 Insurance. Schedule 11.02
 ARTICLE XII
 LIABILITY
 12.01 Remedies and Limitation of Damages.
 12.02 Release of Liability and Associated Covenant.




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##### 



Joint Facilities Agreement
    
    Page34Big Stone II Power Plant
    
    June 30, 2005
 ARTICLE XIII
 FORCE MAJEURE
  ARTICLE XIV
 DISPUTE RESOLUTION
 14.01 Joint Meeting of Committees.
 14.02 Continued Performance.
 ARTICLE XV
 RELATIONSHIP OF PARTIES
 15.01 Nature of Obligations.




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##### 



Joint Facilities Agreement
    
    Page35Big Stone II Power Plant
    
    June 30, 2005
  ARTICLE XVI
 TERM AND TERMINATION
 16.01 Term.
 16.02 Automatic Termination.
 ARTICLE XVII
 REPRESENTATIONS, WARRANTIES
  (a)
    
    It is, as applicable, an agency, cooperative corporation, consumers power
district, municipal corporation and political subdivision, or corporation duly
organized, validly existing and in good standing under the laws of the state of its
formation and authorized to conduct business in South Dakota;(b)
    
    It has the power and authority to enter into and perform this Agreement and is
not prohibited for any reason from entering into this Agreement or discharging and
performing all covenants and obligations on its part to be performed under and pursuant
to this Agreement;(c)
    
    It has taken all action required by applicable Law in order to approve, execute
and deliver this Agreement;(d)
    
    The execution and delivery of this Agreement, the consummation of the
transactions contemplated herein and the fulfillment of and compliance by such Owner
with the provisions of this Agreement will not conflict with or constitute a breach of
or a default under or require any consent, license or approval that has not been
obtained pursuant to any of the terms, conditions or provisions of any law, rule or
regulation, any order, judgment, writ, injunction, decree, determination, award or
other instrument or legal requirement of any court or




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##### 



Joint Facilities Agreement
    
    Page36Big Stone II Power Plant
    
    June 30, 2005
 other agency of government, the
documents of its formation or any contractual limitation, restriction or outstanding
trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of
indebtedness or any other agreement or instrument to which it is a party or by which it
or any of its property is bound and will not result in a breach of or a default under
any of the foregoing;(e)
    
    It has taken all such action as may be necessary or advisable and proper to
authorize this Agreement, the execution and delivery hereof, and the consummation of
transactions contemplated hereby;(f)
    
    There are no bankruptcy, insolvency, reorganization or receiverships pending or
being contemplated by it, or to its knowledge threatened against it;(g)
    
    To its knowledge, there are no actions, proceedings, judgments, rulings or
orders issued by, or pending before any court or other governmental body that would
materially adversely affect its ability to perform its obligations under this
Agreement; and(h)
    
    This Agreement is a legal, valid and binding obligation of such Owner
enforceable in accordance with its terms, except as limited by laws of general
applicability limiting the enforcement of creditors rights or by the exercise of
judicial discretion in accordance with general principles of equity.
 ARTICLE XVIII
 MISCELLANEOUS
 18.01 Publicity Policy.
 (a)
    
    disclose information regarding BSP I or BSP II as may be required by any
applicable Law;(b)
    
    provide information regarding BSP I or BSP II to its Affiliates, employees,
investors, agents, consultants, advisors, contractors, accountants and counsel; and(c)
    
    after execution of the BSP II Participation Agreement, publicize to any Third
Party (including, but not limited to, through press releases and other media)
information about the general activities of BSP I or BSP II and any otherwise publicly
available information; provided, however, that the Parties shall seek to avoid
publicizing to Third Parties:
 (i)
    
    financial information about BSP I or BSP II, including the
economics of the Plants;(ii)
    
    information regarding other Parties;




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##### 



Joint Facilities AgreementBig Stone II Power Plant
    
    Page 37
June 30, 2005
 (iii)
    
    information a Party specifically identifies as commercially
sensitive (such as information about ongoing business negotiations); and(iv)
    
    information respecting the positions of BSP I or BSP II on
federal or state policy matters (unless consistent with the policy goals or a
policy initiative of BSP I or BSP II as generally understood by the Parties).
  18.02 Successors and Assigns.
 18.03 Notices. Exhibit A
 18.04 Amendments.
 18.05 Waiver.
 18.06 Severability.




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##### 



Joint Facilities AgreementBig Stone II Power Plant
    
    Page 38
June 30, 2005
 18.07 Governing Law.
 18.08 Consent to Jurisdiction.
 (a)
    
    accepts the non-exclusive jurisdiction of the aforesaid courts;(b)
    
    irrevocably agrees to be bound by any final judgment (after any and all
appeals) of any such court with respect to such documents;(c)
    
    irrevocably waives, to the fullest extent permitted by Law, any objection which
it may now or hereafter have to the laying of venue of any suit, action or proceedings
with respect to such documents brought in any such court, and further irrevocably
waives, to the fullest extent permitted by Law, any claim that any such suit, action or
proceedings brought in any such court has been brought in any inconvenient forum;(d)
    
    agrees that service of process in any such action may be effected by mailing a
copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to such Owner at its address set forth on Exhibit A hereto, or
at such other address of which the other Owners shall have been notified; and(e)
    
    agrees that nothing herein shall affect the right to effect service of process
in any other manner permitted by law or limit the right to bring any suit, action or
proceeding in any other jurisdiction.
 18.09 Waiver of Trial by Jury.
 18.10 No Third-Party Beneficiaries.
 18.11 Cooperation.




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##### 



Joint Facilities AgreementBig Stone II Power Plant
    
    Page 39
June 30, 2005
  18.12 Consents and Delivery of Documents.
 18.13 Captions.
 18.14 Entire Agreement.
 18.15 Counterparts.
 18.16 No Waiver.
 18.17 Cumulative Rights.
 18.18 Certain Limitations.
 [The next page is the signature page.]




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##### 



Joint Facilities AgreementBig Stone II Power Plant
    
    Page 40
June 30, 2005
 IN WITNESS WHEREOF
 CENTRAL MINNESOTA MUNICIPAL
    
    
    
    GREAT RIVER ENERGYPOWER AGENCYBy /s/ Paul I. Leland
    
    
    
    By /s/ David SaggauPaul Leland
    
    
    
    David SaggauIts President
    
    
    
    Its President and Chief Executive OfficerHEARTLAND CONSUMERS POWER
    
    
    
    MONTANA-DAKOTA UTILITIES CO., aDISTRICT
    
    
    
    Division of MDU Resources Group, Inc.By /s/ Michael McDowell
    
    
    
    By /s/ Bruce T. ImsdahlMichael McDowell
    
    
    
    Bruce T. ImsdahlIts General Manager
    
    
    
    Its President and Chief Executive OfficerNORTHWESTERN CORPORATION
    
    
    
    OTTER TAIL CORPORATION dba Otter Taildba NorthWestern Energy
    
    
    
    Power CompanyBy /s/ Michael J. Hanson
    
    
    
    By /s/ Charles S. MacFarlaneMichael J. Hanson
    
    
    
    Charles S. MacFarlaneIts President and Chief Executive Officer
    
    
    
    Its PresidentSOUTHERN MINNESOTA MUNICIPAL
    
    
    
    WESTERN MINNESOTA MUNICIPALPOWER AGENCY
    
    
    
    POWER AGENCYBy /s/ Raymond A. Hayward
    
    
    
    By /s/ Donald E. HabichtRaymond A. Hayward
    
    
    
    Donald E. HabichtIts Executive Director and CEO
    
    
    
    Its President




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Joint Facilities AgreementBig Stone II Power Plant
    
    Page 41
June 30, 2005
 EXHIBIT A
 PARTY




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Joint Facilities AgreementBig Stone II Power Plant
    
    Page 42
June 30, 2005
 
 
  
 nd




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Joint Facilities AgreementBig Stone II Power Plant
    
    Page 43
June 30, 2005
 SCHEDULE 4.01
 Water Resources Joint Facilities
 BSP I or BSP II
    
    
    
    
    
    Construction/Description
    
    Joint Facility
    
    Fee or No Fee
    
    Maintenance Costs
    
    Other CostsNew brine concentrator
    
    BSP II
    
    (*)
    
    (*)
    
    BSP IINew water supply and
product lines
    
    BSP II
    
    (*)
    
    (*)
    
    BSP IINew sludge pond
    
    BSP II
    
    (*)
    
    (*)
    
    BSP IINew brine concentrator
electrical substation
    
    BSP II
    
    (*)
    
    (*)
    
    BSP IIExisting brine
concentrator
    
    BSP I
    
    (*)
    
    (*)Existing sludge pond
    
    BSP I
    
    (*)
    
    (*)Existing water and
product lines
    
    BSP I
    
    (*)
    
    (*)Existing brine
concentrator control room
    
    BSP I
    
    (*)
    
    (*)Existing lake water
intake and pipeline
structure
    
    BSP I
    
    (*)
    
    (*)Existing cooling
water pond
    
    BSP I
    
    (*)
    
    (*)New pumps and
pipelines needed to
connect storage ponds to
the cooling pond
    
    BSP II
    
    (*)
    
    (*)
    
    BSP IIExisting storage ponds
    
    BSP I
    
    (*)
    
    (*)BSP II Cooling
Tower Blowdown Pond (and
necessary pumps and
pipelines)
    
    Not a Joint Facility
    
    (*)
    
    (*)
    
    BSP IINew demineralizer train
    
    BSP II
    
    (*)
    
    (*)
    
    BSP IIExisting demineralizer
trains
    
    BSP I
    
    (*)
    
    (*)Existing cold lime softener
    
    Not a Joint Facility
    
    (*)
    
    (*)
    
    BSP II (if Option to Purchase Contract exercised)




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Joint Facilities AgreementBig Stone II Power Plant
    
    Page 44
June 30, 2005
 SCHEDULE 4.04
 Lake Water Intake and Pipeline Structure
 Otter TailNumber
    
    Quantity
    
    Description31356
    
    1 Lot
    
    Lighting31284
    
    1 Lot
    
    Heating & Ventilation31373
    
    2,650 SF
    
    Roof31402
    
    1 Lot
    
    Structure31403
    
    1 Lot
    
    Make-up Pipe Discharge Structure31477
    
    7,243 LF
    
    Pond Make-up Pipeline32595
    
    1 Each
    
    Air Compressor32596
    
    200 LF
    
    Pipe32597
    
    2 Each
    
    Pump A & B32599
    
    1 Each
    
    Pump32600
    
    2 Each
    
    Pump Motors32601
    
    1 Each
    
    Pump Motor32602
    
    2 Each
    
    30" Butterfly Valve32603
    
    1 Each
    
    16" Butterfly Valve32604
    
    3 Each
    
    Flow Meters32605
    
    15,600 LF
    
    Wire32642
    
    1 Each
    
    Traveling Crane32726
    
    1 Lot
    
    Switchgear32727
    
    1 Lot
    
    MCC33123
    
    1 Each
    
    Heater




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Joint Facilities AgreementBig Stone II Power Plant
    
    Page 45
June 30, 2005
 SCHEDULE 4.05
 BSP I Cooling Pond
 [MAP OF EXISTING BSP I PLANT.]




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Joint Facilities AgreementBig Stone II Power Plant
    
    Page 46
June 30, 2005
 SCHEDULE 4.07
 BSP II Cooling Tower Blowdown Pond
 [MAP OF BSP II PLANT SITE]




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##### 



Joint Facilities AgreementBig Stone II Power Plant
    
    Page 47
June 30, 2005
 SCHEDULE 5.01
 Coal and Ash Joint Facilities
 BSP I or BSP II
    
    
    
    
    
    Construction/Description
    
    Joint Facility
    
    Fee or No Fee
    
    Maintenance Costs
    
    Other CostsExisting rotary dumper, #1 and #2 conveyors
    
    BSP I
    
    (*)
    
    (*)1/2 Existing coal dead storage area
    
    BSP I
    
    (*)
    
    (*)1/2 Existing coal dead storage area
    
    BSP II
    
    (*)
    
    (*)
    
    BSP II will purchase 1/2 from BSP INew concrete storage silos and conveyor
    
    Not Joint Facilities
    
    (*)
    
    (*)
    
    BSP IINew stack-out chute
    
    BSP II
    
    (*)
    
    (*)
    
    BSP IINew coal yard shop for
storage and maintenance of
mobile equipment
    
    BSP II
    
    (*)
    
    (*)
    
    BSP IINew coal transfer house
    
    Not a Joint Facility
    
    (*)
    
    (*)
    
    BSP IIExisting mobile yard equipment
    
    BSP I
    
    (*)
    
    (*)
    
    BSP II will purchase 1/2 from BSP INew mobile yard equipment
    
    BSP II
    
    (*)
    
    (*)
    
    50-50 BSP I and BSP IIExisting rail spur and coal
unloading facilities
    
    BSP I
    
    (*)
    
    (*)Existing rail cars
    
    BSP I
    
    (*)
    
    (*)BSP II rail cars
    
    BSP II
    
    (*)
    
    (*)BSP I ash disposal area
    
    BSP I Joint Facility
    
    (*)
    
    (*)BSP I ash silo
    
    Not a Joint Facility
    
    (*)
    
    (*)
    
    BSP II will pay cost of relocation




---



##### 



Joint Facilities AgreementBig Stone II Power Plant
    
    Page 48
June 30, 2005
 SCHEDULE 5.03
 New Conveyor System and Stack-Out Chute




---



##### 



Joint Facilities AgreementBig Stone II Power Plant
    
    Page 49
June 30, 2005
 SCHEDULE 5.06
 Mobile Equipment
 Technicians  91 GMC SierraMaintenance  2000 Chevrolet 3500Maintenance  92 Dodge Ram 250Operators  2004 Chevrolet 2500 HD 4x42002 GMC SafariYard Operators  95 Dodge 4x4Maintenance  95 Ford F250Project Director  96 Dodge IntrepidMaintenance  98 Dodge Ram 1500Electricians  2001 Dodge Ram 4x4Plant Manager  01 Dodge IntrepidCat Forklift  WarehouseCat ForkliftTerex Crane Hydraulic 94107 VickersBobcat Hyd P6881John Deere Lawn TractorPredator Portable WelderMarkliftGator 1Gator 2966F Cat LoaderInternational 400 DozerMichigan 380 DozerInternational Dump TruckS24B Terex ScraperTS24B Terex ScraperPush Lawnmower2 wheel hand cartBattery charger on wheels2 Automobile creepersRail cartFloor jackEngine hoist15 Mobile tool boxes8 Four-wheel carts




---



##### 



Joint Facilities AgreementBig Stone II Power Plant
    
    Page 50
June 30, 2005
 SCHEDULE 5.07
 Coal Receiving System, Rail Spur and Coal Unloading Facilities
 Otter TailNumber
    
    Quantity
    
    Description31277
    
    1 Each
    
    Relay room  3-ton Lennox31280
    
    1 Lot
    
    Car Dumper Cab  1-ton Lennox33103
    
    1 Lot
    
    Dumper dust collector house50013
    
    32 CY
    
    Dumper dust collector floor31645
    
    1 Lot
    
    Positioner  carriage guide rails31646
    
    1 Each
    
    Positioner  truck lock system31647
    
    1 Each
    
    Positioner  rope haulage system31648
    
    1 Each
    
    Positioner  carriage and arm31652
    
    1 Each
    
    Dumper and positioner  motor control center31654
    
    1 Each
    
    Dumper and positioner  operators cab31658
    
    4 Each
    
    Rotary Cary dumper  vibratory feeders31659
    
    4 Each
    
    Rotary Cary dumper  chutes31684
    
    1 Each
    
    Conveyor No. 1  drive motor, F-3231685
    
    1 Each
    
    Conveyor No. 1  reducer31686
    
    1 Each
    
    Conveyor No. 1  high speed coupling31687
    
    1 Each
    
    Conveyor No. 1  low speed coupling31689
    
    1 Each
    
    Conveyor No. 1  headshaft w/pulleys & pillow blocks31690
    
    1 Each
    
    Conveyor No. 1  snubshaft w/pulleys & pillow blocks31691
    
    1 Each
    
    Conveyor No. 1  bendshaft w/pulleys & takeup shaft31692
    
    45 Each
    
    Idlers31693
    
    2 Each
    
    Conveyor No. 1  belt cleaners31694
    
    1 Each
    
    Conveyor No. 1  discharge hood w/dust curtain, M-1531695
    
    1 Each
    
    Conveyor No. 1  discharge chute to conveyor #231696
    
    1 Each
    
    Conveyor No. 1  electrical controls31697
    
    1 Each
    
    Conveyor No. 1  steel structure supports31698
    
    2 Each
    
    Conveyor No. 2  drive motors31699
    
    2 Each
    
    Conveyor No. 2  reducers, m-1531701
    
    2 Each
    
    Conveyor No. 2  low speed couplings31703
    
    1 Each
    
    Conveyor No. 2  headshaft31704
    
    1 Each
    
    Conveyor No. 2  hold back unit31705
    
    1 Each
    
    Conveyor No. 2  drive snub shaft31706
    
    2 Each
    
    Conveyor No. 2  takeup bend shaft31707
    
    1 Each
    
    Conveyor No. 2  auto gravity takeup31708
    
    2 Each
    
    Conveyor No. 2  tail snubshafts, m-1531709
    
    213 Each
    
    Conveyor No. 2  idlers31710
    
    1 Each
    
    Conveyor No. 2  creep drive motor31711
    
    1 Each
    
    Conveyor No. 2  creep drive reducer31712
    
    1 Each
    
    Conveyor No. 2  creep high speed coupling




---



##### 



Joint Facilities AgreementBig Stone II Power Plant
    
    Page 51
June 30, 2005
 Otter TailNumber
    
    Quantity
    
    Description31713
    
    1 Each
    
    Conveyor No. 2  creep clutch coupling31714
    
    1 Each
    
    Conveyor No. 2  electrical switches31715
    
    1 Each
    
    Conveyor No. 2  steel structure supports31716
    
    1 Each
    
    Conveyor No. 2  stairs & walkways  tail end31717
    
    2 Each
    
    Conveyor No. 2  walk through conveyor galleries31718
    
    1 Each
    
    Conveyor No. 2  support bent  36 ft.31719
    
    1 Each
    
    Conveyor No. 2  discharge hood31720
    
    1 Each
    
    Conveyor No. 2  discharge chute to conv. No. 331721
    
    1 Each
    
    Conveyor No. 2  hinged chute to ground31722
    
    1 Each
    
    Conveyor No. 2  instrumentation, M-1531959
    
    1 Each
    
    Conveyor No. 1 dust collector  Ray Jet collector31960
    
    1 Each
    
    Conveyor No. 1 dust collector  screw drive damper31961
    
    1 Lot
    
    Conveyor No. 1 dust collector  C.E. Controls31962
    
    1 Lot
    
    Conveyor No. 1 dust collector  fans & motors31963
    
    1 Lot
    
    Conveyor No. 1 dust collector  CO2 system31964
    
    1 Lot
    
    Conveyor No. 1 Dust Collector  Electrical31965
    
    1 Lot
    
    Conveyor No. 1 Dust Collector  Ductwork31966
    
    4 Each
    
    Car Dumper  Ray Jet Collectors31967
    
    4 Each
    
    Car Dumper  screw drive dampers31968
    
    1 Lot
    
    Car Dumper  C.E. Controls31969
    
    4 Each
    
    Car Dumper  Fans and motors31970
    
    1 Lot
    
    Car Dumper  CO2 System31971
    
    1 Lot
    
    Car Dumper  Electrical31972
    
    1 Lot
    
    Car Dumper  Ductwork31988
    
    71 Ton
    
    Rotary car dumper hopper31991
    
    1 Each
    
    Galigher coal sampler32008
    
    43818 SF
    
    Car Dumper  forms32009
    
    3,151 SF
    
    Fuel System Forms  Train Positioner Building32010
    
    19,104 SF
    
    Fuel System Forms  Conveyor No. 232016
    
    420 Ton
    
    Car Dumper  rebar32017
    
    69 Ton
    
    Train Positioner building  rebar32018
    
    95 Ton
    
    Fuel System Rebar, Conveyor No. 232024
    
    25873 Lbs
    
    Car Dumper  Embeds32025
    
    9013 Lbs
    
    Train Positioner Building  embeds32026
    
    8,322 lbs
    
    Fuel System Embeds  Conveyor No. 232032
    
    5154 Cy
    
    Car Dumper  concrete32033
    
    1800 Cy
    
    Train Positioner  concrete32034
    
    1,662 CY
    
    Fuel System Concrete, Conveyor No. 232038
    
    59 ton
    
    Car Dumper  Steel32047
    
    45500 Cy
    
    Car Dumper  excavation32048
    
    2000 Cy
    
    Train Positioner  excavation




---



##### 



Joint Facilities AgreementBig Stone II Power Plant
    
    Page 52
June 30, 2005
 Otter TailNumber
    
    Quantity
    
    Description32049
    
    24,900 CY
    
    Fuel System Excavation  Conveyor No. 232055
    
    35700 Cy
    
    Car Dumper  backfill32056
    
    1600 Cy
    
    Train Positioner  backfill32057
    
    25,000 CY
    
    Fuel System Backfill  Conveyor No. 232059
    
    1 Lot
    
    Car Dumper  Drains32069
    
    59 Ton
    
    Car Dumper  Structural Steel32070
    
    81 Ton

    
    Train Positioner building  Structural Steel32071
    
    20 Ton
    
    Car Dumper  Misc. Iron and Steel32072
    
    9 ton
    
    Train Positioner Building  Misc. Iron and Steel32073
    
    14000 SF
    
    Car Dumper  exterior siding32074
    
    6 each
    
    Car Dumper  doors32075
    
    300 SF
    
    Car Dumper  Windows32076
    
    14900 SF
    
    Train Positioner  exterior siding32077
    
    3 Each
    
    Train Positioner  doors32078
    
    900 SF
    
    Train Positioner  Blockwall insulation32083
    
    8900 SF
    
    Conveyor No. 2  Exterior Siding32084
    
    1 Each
    
    Conveyor No. 2  Doors32088
    
    668,000 CY
    
    Plant Access Railroad  Earthwork C-L, FSC-2632089
    
    25,182 LF
    
    Plant Access Railroad  Trackage C-3, FSC-42, 44 & 6332090
    
    1 Lot
    
    Track Detection Equipment, FSC-6432091
    
    1 Each
    
    Track Switch Heater36989
    
    1 Lot
    
    Mtce. Platform under electrical cable junction37016
    
    1 Each
    
    Car Dumper  Dust collection hood37025
    
    1 Lot
    
    Car Dumper  Dust collector37536
    
    1 Lot
    
    Tachometer Loss Circuit for Train Positioner Haulage Controller48822
    
    2 Each
    
    Rail Flange Lubricators52299
    
    1 Each
    
    Motor, 30 HP, 1800 RPPM. #1 & #2 Conveyor Area52300
    
    1 Each
    
    Foundation for Blower and Motor. # 1 & #2 Conveyor Area52301
    
    1 Each
    
    Rotary Airlock, with 1 HP gearmotor drive. #1 & #2 Conveyor Area52302
    
    1 Lot
    
    Piping with Hangers and Accessories. #1 & #2 Conveyor Area52303
    
    1 Each
    
    Cyclone dust collector, Fuller/Draco 1DC12 Mark V. #1 & #2 Conveyor Area52304
    
    2 Each
    
    Trickle Valve, 7". #1 & #2 Conveyor Area52305
    
    1 Each
    
    Relay room AC52306
    
    18 Each
    
    Dumper Dust Collector Building  Translucent corrugated panels65122
    
    1 Each
    
    Wheel clamp system for dumper67313
    
    1 Each
    
    Dumper positioner brake67314
    
    1 Each
    
    Positioner SCR Drive67315
    
    1 Each
    
    Positioner arm SCR drives67316
    
    3 Each
    
    Dumper car clamp assemblies67317
    
    2 Each
    
    Dumper variable speed drives67318
    
    1 Each
    
    Dumper car clamp hydraulic unit




---



##### 



Joint Facilities AgreementBig Stone II Power Plant
    
    Page 53
June 30, 2005
 Otter TailNumber
    
    Quantity
    
    Description67319
    
    2 Each
    
    Dumper hydraulic pumps67320
    
    1 Each
    
    Dumper hydraulic building67321
    
    4 Each
    
    Dumper trunnion wheels67322
    
    1 Each
    
    Dumper control computer67323
    
    1 Each
    
    Dumper PLC67324
    
    2 Each
    
    Dumper Gearboxes67325
    
    2 Each
    
    Dumper drive motors67326
    
    1 Each
    
    Dumper Drive Brakes67327
    
    1 Each
    
    Dumper stairway to pit67328
    
    1 Lot
    
    Dumper Exit bridge section67329
    
    1 Each
    
    Dumper platen and girders67330
    
    1 Each
    
    Dumper entrance door70747
    
    1 Each
    
    Positioner drive isolation transformer32710
    
    1 Each
    
    Car Dumper  Motor control center32723
    
    1 Each
    
    Car Dumper dust collection  motor control center




---



##### 



Joint Facilities AgreementBig Stone II Power Plant
    
    Page 54
June 30, 2005
 SCHEDULE 6.01
 Additional Joint Facilities
 BSP I or BSP II
    
    
    
    
    
    Construction/Description
    
    Joint Facility
    
    Fee or No Fee
    
    Maintenance Costs
    
    Other CostsExisting coal yard shop (warehouse)
    
    BSP I
    
    (*)
    
    (*)
    
    The cost of
converting the coal
yard shop into a
warehouse shall be
allocated solely to
BSP II.New office and locker room
    
    BSP II
    
    (*)
    
    (*)
    
    BSP IINew roads and parking
    
    BSP II
    
    (*)
    
    (*)
    
    BSP IIExisting roads and parking
    
    BSP I
    
    (*)
    
    (*)Existing control room
    
    BSP I
    
    (*)
    
    (*)Distributed control system and all
other systems necessary located
in the control room
    
    BSP II
    
    (*)
    
    (*)
    
    BSP IIExisting fire system
    
    BSP I
    
    (*)
    
    (*)Additions/upgrades
to fire system
    
    BSP II
    
    (*)
    
    (*)
    
    BSP II




---



##### 



Joint Facilities Agreement
    
    Page 55Big Stone II Power Plant
    
    June 30, 2005
 SCHEDULE 9.05
Joint Facilities Fee Formula
 Joint Facilities Components Existing as of the date of Commercial Operation: Schedule 9.05
 Replaced Joint Facilities Components: Schedule 9.05
 OtterTailNumber
    
    Quantity
    
    Description
    
    Original Cost
    
    Adjusted CostLake Pumping Related Equipment31356
    
    1 Lot
    
    Lighting
    
    (*)
    
    (*)31284
    
    1 Lot
    
    Heating & ventilation
    
    (*)
    
    (*)31373
    
    2,650 SF
    
    Roof
    
    (*)
    
    (*)31402
    
    1 Lot
    
    Structure
    
    (*)
    
    (*)31403
    
    1 Lot
    
    Make-up pipe discharge structure
    
    (*)
    
    (*)31477
    
    7,243 LF
    
    Pond make-up pipeline
    
    (*)
    
    (*)32595
    
    1 Each
    
    Air compressor
    
    (*)
    
    (*)32596
    
    200 LF
    
    Pipe
    
    (*)
    
    (*)32597
    
    2 Each
    
    Pump A & B
    
    (*)
    
    (*)32599
    
    1 Each
    
    Pump
    
    (*)
    
    (*)32600
    
    2 Each
    
    Pump motors
    
    (*)
    
    (*)32601
    
    1 Each
    
    Pump motor
    
    (*)
    
    (*)32602
    
    2 Each
    
    30" Butterfly valve
    
    (*)
    
    (*)32603
    
    1 Each
    
    16" Butterfly valve
    
    (*)
    
    (*)32604
    
    3 Each
    
    Flow meters
    
    (*)
    
    (*)32605
    
    15,600 LF
    
    Wire
    
    (*)
    
    (*)32642
    
    1 Each
    
    Traveling crane
    
    (*)
    
    (*)32726
    
    1 Lot
    
    Switchgear
    
    (*)
    
    (*)32727
    
    1 Lot
    
    MCC
    
    (*)
    
    (*)33123
    
    1 Each
    
    Heater
    
    (*)
    
    (*)Dumper, Rail, and Conveyor #1& #2 Related Equipment31277
    
    1 Each
    
    Relay room  3-ton Lennox
    
    (*)
    
    (*)




---



##### 



Joint Facilities Agreement
    
    Page 56Big Stone II Power Plant
    
    June 30, 2005
 OtterTailNumber
    
    Quantity
    
    Description
    
    Original Cost
    
    Adjusted Cost31280
    
    1 Lot
    
    Car Dumper Cab  1-ton Lennox
    
    (*)
    
    (*)33103
    
    1 Lot
    
    Dumper dust collector house
    
    (*)
    
    (*)50013
    
    32 CY
    
    Dumper dust collector floor
    
    (*)
    
    (*)31645
    
    1 Lot
    
    Positioner  carriage guide rails
    
    (*)
    
    (*)31646
    
    1 Each
    
    Positioner  truck lock system
    
    (*)
    
    (*)31647
    
    1 Each
    
    Positioner  rope haulage system
    
    (*)
    
    (*)31648
    
    1 Each
    
    Positioner  carriage and arm
    
    (*)
    
    (*)31652
    
    1 Each
    
    Dumper and positioner  motor control center
    
    (*)
    
    (*)31654
    
    1 Each
    
    Dumper and positioner  operators cab
    
    (*)
    
    (*)31658
    
    4 Each
    
    Rotary Cary dumper  vibratory feeders
    
    (*)
    
    (*)31659
    
    4 Each
    
    Rotary Cary dumper  chutes
    
    (*)
    
    (*)31684
    
    1 Each
    
    Conv. No. 1  drive motor, F-32
    
    (*)
    
    (*)31685
    
    1 Each
    
    Conv. No. 1  reducer
    
    (*)
    
    (*)31686
    
    1 Each
    
    Conv. No. 1  high speed coupling
    
    (*)
    
    (*)31687
    
    1 Each
    
    Conv. No. 1  low speed coupling
    
    (*)
    
    (*)31689
    
    1 Each
    
    Conv. No. 1  headshaft w/pulleys & pillow
blocks
    
    (*)
    
    (*)31690
    
    1 Each
    
    Conv. No. 1  snubshaft w/pulleys & pillow
blocks
    
    (*)
    
    (*)31691
    
    1 Each
    
    Conv. No. 1  bendshaft w/pulleys & takeup
shaft
    
    (*)
    
    (*)31692
    
    45 Each
    
    Idlers
    
    (*)
    
    (*)31693
    
    2 Each
    
    Conv. No. 1  belt cleaners
    
    (*)
    
    (*)31694
    
    1 Each
    
    Conv. No. 1  discharge hood w/dust
curtain, M-15
    
    (*)
    
    (*)31695
    
    1 Each
    
    Conv. No. 1  discharge chute to conveyor #2
    
    (*)
    
    (*)31696
    
    1 Each
    
    Conv. No. 1  electrical controls
    
    (*)
    
    (*)31697
    
    1 Each
    
    Conv. No. 1  steel structure supports
    
    (*)
    
    (*)31698
    
    2 Each
    
    Conv. No. 2  drive motors
    
    (*)
    
    (*)31699
    
    2 Each
    
    Conv. No. 2  reducers, m-15
    
    (*)
    
    (*)31701
    
    2 Each
    
    Conv. No. 2  low speed couplings
    
    (*)
    
    (*)31703
    
    1 Each
    
    Conv. No. 2  headshaft
    
    (*)
    
    (*)31704
    
    1 Each
    
    Conv. No. 2  hold back unit
    
    (*)
    
    (*)31705
    
    1 Each
    
    Conv. No. 2  drive snub shaft
    
    (*)
    
    (*)31706
    
    2 Each
    
    Conv. No. 2  takeup bend shaft
    
    (*)
    
    (*)




---



##### 



Joint Facilities Agreement
    
    Page 57Big Stone II Power Plant
    
    June 30, 2005
 OtterTailNumber
    
    Quantity
    
    Description
    
    Original Cost
    
    Adjusted Cost31707
    
    1 Each
    
    Conv. No. 2  auto gravity takeup
    
    (*)
    
    (*)31708
    
    2 Each
    
    Conv. No. 2  tail snub shafts, m-15
    
    (*)
    
    (*)31709
    
    213 Each
    
    Conv. No. 2  idlers
    
    (*)
    
    (*)31710
    
    1 Each
    
    Conv. No. 2  creep drive motor
    
    (*)
    
    (*)31711
    
    1 Each
    
    Conv. No. 2  creep drive reducer
    
    (*)
    
    (*)31712
    
    1 Each
    
    Conv. No. 2  creep high speed coupling
    
    (*)
    
    (*)31713
    
    1 Each
    
    Conv. No. 2  creep clutch coupling
    
    (*)
    
    (*)31714
    
    1 Each
    
    Conv. No. 2  electrical switches
    
    (*)
    
    (*)31715
    
    1 Each
    
    Conv. No. 2  steel structure supports
    
    (*)
    
    (*)31716
    
    1 Each
    
    Conv. No. 2  stairs & walkways  tail end
    
    (*)
    
    (*)31717
    
    2 Each
    
    Conv. No. 2  walk through conveyor
galleries
    
    (*)
    
    (*)31718
    
    1 Each
    
    Conv. No. 2  support bent  36 ft.
    
    (*)
    
    (*)31719
    
    1 Each
    
    Conv. No. 2  discharge hood
    
    (*)
    
    (*)31720
    
    1 Each
    
    Conv. No. 2  discharge chute to Conv. No. 3
    
    (*)
    
    (*)31721
    
    1 Each
    
    Conv. No. 2  hinged chute to ground
    
    (*)
    
    (*)31722
    
    1 Each
    
    Conv. No. 2  instrumentation, M-15
    
    (*)
    
    (*)31959
    
    1 Each
    
    Conv. No. 1 Dust Collector  Ray Jet
collector
    
    (*)
    
    (*)31960
    
    1 Each
    
    Conv. No. 1 Dust Collector  screw drive
damper
    
    (*)
    
    (*)31961
    
    1 Lot
    
    Conv. No. 1 Dust Collector  C.E. Controls
    
    (*)
    
    (*)31962
    
    1 Lot
    
    Conv. No. 1 Dust Collector  fans & motors
    
    (*)
    
    (*)31963
    
    1 Lot
    
    Conv. No. 1 Dust Collector  CO2 system
    
    (*)
    
    (*)31964
    
    1 Lot
    
    Conv. No. 1 Dust Collector  electrical
    
    (*)
    
    (*)31965
    
    1 Lot
    
    Conv. No. 1 Dust Collector  ductwork
    
    (*)
    
    (*)31966
    
    4 Each
    
    Car Dumper  Ray Jet collectors
    
    (*)
    
    (*)




---



##### 



Joint Facilities Agreement
    
    Page 58Big Stone II Power Plant
    
    June 30, 2005
 OtterTailNumber
    
    Quantity
    
    Description
    
    Original Cost
    
    Adjusted Cost31967
    
    4 Each
    
    Car Dumper  screw drive dampers
    
    (*)
    
    (*)31968
    
    1 Lot
    
    Car Dumper  C.E. controls
    
    (*)
    
    (*)31969
    
    4 Each
    
    Car Dumper  fans and motors
    
    (*)
    
    (*)31970
    
    1 Lot
    
    Car Dumper  CO2 system
    
    (*)
    
    (*)31971
    
    1 Lot
    
    Car Dumper  electrical
    
    (*)
    
    (*)31972
    
    1 Lot
    
    Car Dumper  ductwork
    
    (*)
    
    (*)31988
    
    71 Ton
    
    Rotary car dumper hopper
    
    (*)
    
    (*)31991
    
    1 Each
    
    Galigher coal sampler
    
    (*)
    
    (*)32008
    
    43,818 SF
    
    Car Dumper  forms
    
    (*)
    
    (*)32009
    
    3,151 SF
    
    Fuel System Forms  train positioner bldg.
    
    (*)
    
    (*)32010
    
    19,104 SF
    
    Fuel System Forms  Conv. No. 2
    
    (*)
    
    (*)32016
    
    420 Ton
    
    Car Dumper  rebar
    
    (*)
    
    (*)32017
    
    69 Ton
    
    Train Positioner building  rebar
    
    (*)
    
    (*)32018
    
    95 Ton
    
    Fuel System Rebar, Conv. No. 2
    
    (*)
    
    (*)32024
    
    25,873 Lbs
    
    Car Dumper  embeds
    
    (*)
    
    (*)32025
    
    9,013 Lbs
    
    Train Positioner Building  embeds
    
    (*)
    
    (*)32026
    
    8,322 Lbs
    
    Fuel System Embeds  Conv. No. 2
    
    (*)
    
    (*)32032
    
    5154 CY
    
    Car Dumper  concrete
    
    (*)
    
    (*)32033
    
    1800 CY
    
    Train Positioner  concrete
    
    (*)
    
    (*)32034
    
    1,662 CY
    
    Fuel System Concrete, Conv. No. 2
    
    (*)
    
    (*)32038
    
    59 Ton
    
    Car Dumper  steel
    
    (*)
    
    (*)32047
    
    45,500 CY
    
    Car Dumper  excavation
    
    (*)
    
    (*)32048
    
    2,000 CY
    
    Train Positioner  excavation
    
    (*)
    
    (*)32049
    
    24,900 CY
    
    Fuel System Excavation  Conv. No. 2
    
    (*)
    
    (*)32055
    
    35,700 CY
    
    Car Dumper  backfill
    
    (*)
    
    (*)32056
    
    1,600 CY
    
    Train Positioner  backfill
    
    (*)
    
    (*)32057
    
    25,000 CY
    
    Fuel System Backfill  Conv. No. 2
    
    (*)
    
    (*)32059
    
    1 Lot
    
    Car Dumper  drains
    
    (*)
    
    (*)32069
    
    59 Ton
    
    Car Dumper  structural steel
    
    (*)
    
    (*)32070
    
    81 Ton
    
    Train Positioner building - structural
steel
    
    (*)
    
    (*)32071
    
    20 Ton
    
    Car Dumper  misc. iron and steel
    
    (*)
    
    (*)




---



##### 



Joint Facilities Agreement
    
    Page 59Big Stone II Power Plant
    
    June 30, 2005
 OtterTailNumber
    
    Quantity
    
    Description
    
    Original Cost
    
    Adjusted Cost32072
    
    9 Ton
    
    Train Positioner Building  misc. iron and
steel
    
    (*)
    
    (*)32073
    
    14,000 SF
    
    Car Dumper  exterior siding
    
    (*)
    
    (*)32074
    
    6 Each
    
    Car Dumper  doors
    
    (*)
    
    (*)32075
    
    300 SF
    
    Car Dumper  windows
    
    (*)
    
    (*)32076
    
    14,900 SF
    
    Train Positioner  exterior siding
    
    (*)
    
    (*)32077
    
    3 Each
    
    Train Positioner  doors
    
    (*)
    
    (*)32078
    
    900 SF
    
    Train Positioner  blockwall insulation
    
    (*)
    
    (*)32083
    
    8,900 SF
    
    Conveyor No. 2  exterior siding
    
    (*)
    
    (*)32084
    
    1 Each
    
    Conveyor No. 2  doors
    
    (*)
    
    (*)32088
    
    668,000 CY
    
    Plant Access Railroad  earthwork C-L,
FSC-26
    
    (*)
    
    (*)32089
    
    25,182 LF
    
    Plant Access Railroad  trackage C-3,
FSC-42, 44 & 63
    
    (*)
    
    (*)32090
    
    1 Lot
    
    Track Detection Equipment, FSC-64
    
    (*)
    
    (*)32091
    
    1 Each
    
    Track switch heater
    
    (*)
    
    (*)36989
    
    1 Lot
    
    Mtce. platform under electrical cable
junction
    
    (*)
    
    (*)37016
    
    1 Each
    
    Car Dumper  dust collection hood
    
    (*)
    
    (*)37025
    
    1 Lot
    
    Car Dumper  dust collector
    
    (*)
    
    (*)37536
    
    1 Lot
    
    Tachometer loss circuit for train
positioner haulage controller
    
    (*)
    
    (*)48822
    
    2 Each
    
    Rail flange lubricators
    
    (*)
    
    (*)52299
    
    1 Each
    
    Motor, 30 HP, 1800 RPPM. #1 & #2 conveyor
area
    
    (*)
    
    (*)52300
    
    1 Each
    
    Foundation for blower and motor. #1 & #2
Conveyor Area
    
    (*)
    
    (*)52301
    
    1 Each
    
    Rotary Airlock, with 1 HP gear motor drive.
#1 & #2 conveyor area
    
    (*)
    
    (*)52302
    
    1 Lot
    
    Piping with hangers and accessories. #1 &
#2 conveyor area
    
    (*)
    
    (*)52303
    
    1 Each
    
    Cyclone dust collector, Fuller/Draco 1DC12
Mark V. #1 & #2 conveyor area
    
    (*)
    
    (*)52304
    
    2 Each
    
    Trickle valve, 7" #1 & #2 conveyor area
    
    (*)
    
    (*)52305
    
    1 Each
    
    Relay room AC
    
    (*)
    
    (*)




---



##### 



Joint Facilities Agreement
    
    Page 60Big Stone II Power Plant
    
    June 30, 2005
 OtterTailNumber
    
    Quantity
    
    Description
    
    Original Cost
    
    Adjusted Cost52306
    
    18 Each
    
    Dumper dust collector building - translucent corrugated panels
    
    (*)
    
    (*)65122
    
    1 Each
    
    Wheel clamp system for dumper
    
    (*)
    
    (*)67313
    
    1 Each
    
    Dumper positioner brake
    
    (*)
    
    (*)67314
    
    1 Each
    
    Positioner SCR drive
    
    (*)
    
    (*)67315
    
    1 Each
    
    Positioner arm SCR drives
    
    (*)
    
    (*)67316
    
    3 Each
    
    Dumper car clamp assemblies
    
    (*)
    
    (*)67317
    
    2 Each
    
    Dumper variable speed drives
    
    (*)
    
    (*)67318
    
    1 Each
    
    Dumper car clamp hydraulic unit
    
    (*)
    
    (*)67319
    
    2 Each
    
    Dumper hydraulic pumps
    
    (*)
    
    (*)67320
    
    1 Each
    
    Dumper hydraulic building
    
    (*)
    
    (*)67321
    
    4 Each
    
    Dumper trunnion wheels
    
    (*)
    
    (*)67322
    
    1 Each
    
    Dumper control computer
    
    (*)
    
    (*)67323
    
    1 Each
    
    Dumper PLC
    
    (*)
    
    (*)67324
    
    2 Each
    
    Dumper gearboxes
    
    (*)
    
    (*)67325
    
    2 Each
    
    Dumper drive motors
    
    (*)
    
    (*)67326
    
    1 Each
    
    Dumper drive brakes
    
    (*)
    
    (*)67327
    
    1 Each
    
    Dumper stairway to pit
    
    (*)
    
    (*)67328
    
    1 Lot
    
    Dumper exit bridge section
    
    (*)
    
    (*)67329
    
    1 Each
    
    Dumper plate and girders
    
    (*)
    
    (*)67330
    
    1 Each
    
    Dumper entrance door
    
    (*)
    
    (*)70747
    
    1 Each
    
    Positioner drive isolation transformer
    
    (*)
    
    (*)32710
    
    1 Each
    
    Car Dumper  motor control center
    
    (*)
    
    (*)32723
    
    1 Each
    
    Car Dumper dust collection  motor control
center
    
    (*)
    
    (*)TOTAL:
    
    (*)
    
    (*)




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##### 



Joint Facilities Agreement
    
    Page 61Big Stone II Power Plant
    
    June 30, 2005
 SCHEDULE 10.01(A)
Option to Purchase Contract
 OPTION TO PURCHASE CONTRACT
 Option Contract Montana-Dakota NorthWestern Otter Tail Sellers Buyer Parties Party
 Exhibit A BSP II Plant Site Optioned Premises
 JFA BSP II Owners
   1.
    
    Grant of Option. Sellers give and grant to Buyer the exclusive option (the Option)
to purchase the Optioned Premises and do hereby agree to hold the Optioned Premises for sale
to Buyer (or to the BSP II Owners as Buyer may direct), until the (*), at 5:00 p.m., local Big Stone City, South Dakota time (the Option Period).
Buyer shall have the option to purchase none, some or all of the Optioned Premises based (in
Buyers sole discretion) on the results of the environmental due diligence conducted pursuant
to Section 10.09 of the JFA.
 2.
    
    Purchase Price. The purchase price of the Optioned Premises shall be (*) per acre,
which shall be payable in full at Closing. The acreage of the Optioned Premises shall be
conclusively determined by the official plats of the tracts constituting the Optioned
Premises.
 3.
    
    Real Estate Taxes. Real estate taxes and installments of special assessments, if
any, shall be prorated as of the Date of Closing (as defined below) in accordance with
customary




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##### 



Option to Purchase Contract
    
    Page 62Big Stone II Power Plant
    
    June 30, 2005
 local commercial practice. Sellers and Buyer shall take such appropriate steps as
are necessary to cause the Optioned Premises to be taxed and assessed separately and
distinctly from the fee parcels that constitute the BSP I Plant Site (as defined in the JFA)
after the Date of Closing.
 4.
    
    Exercise of Option. In the event that Buyer desires to exercise the Option, Buyer
shall deliver written notice of its exercise of the Option to Sellers in accordance with the
notice provisions of the JFA prior to the date and time of expiration of the Option Period,
and such notice shall be sufficient to exercise the Option.
 5.
    
    Review of Title; Clearance of Title Objections. Buyer has, at its expense, reviewed
the state of the title to the Optioned Premises and agrees to take title to the Optioned
Premises subject to all easements, liens and encumbrances of record as of the date hereof
except for the easements, liens and encumbrances described in Exhibit B (such
non-accepted encumbrances being referred to herein as the Non-Permitted Encumbrances).
Nothing in this Option Contract shall be deemed to excuse Buyer from having to accept title to
the Optioned Premises subject to existing and future environmental conditions described under
Article X of the JFA. Buyer shall have the right to contract for the issuance of an owners
title insurance policy and such endorsements thereto as may be desired by Buyer at Buyers
expense, it being understood and agreed that the terms of such policy and endorsements are
strictly between Buyer and the title company and shall not constitute a basis for title
objections or a basis for termination of this Option Contract if unavailable.
 6.
    
    Closing. The Date of Closing shall be the date Sellers deliver a warranty deed
transferring the Optioned Premises to Buyer (the Closing). The Date of Closing shall be
within ninety (90) days following receipt by Sellers of the notice of election to exercise
this Option, or such other date as may be agreed to by Buyer and Sellers; provided that either
Party may extend the Date of Closing for up to an additional thirty (30) days by notice to the
other Party stating the reason for such extension, which reason shall be commercially
reasonable. At the Closing, Sellers shall execute and deliver to Buyer (A) a warranty deed in
favor of Buyer (or the designated BSP II Owners), conveying the Optioned Premises subject to
all easements, liens and encumbrances of record as of the date hereof, except for the
Non-Permitted Encumbrances; (B) such additional documents as may be necessary to place the
warranty deed of record; and (C) such additional customary documents as may be reasonably
required by Buyers title company in order to issue an owners title insurance policy with the
following so-called standard exceptions deleted: (i) any facts, rights, interests, or
claims which are not shown by the public
records but which could be ascertained by an inspection of said land or by making inquiry of
persons in possession thereof; (ii) discrepancies, conflicts in boundary lines, shortage in
area, encroachments, or any other facts which a correct survey would disclose, and which are
not shown by the public records; (iii) any lien, or right to a lien for services, labor or
material heretofore or hereafter furnished, imposed by the law and not shown by




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##### 



Option to Purchase Contract
    
    Page 63Big Stone II Power Plant
    
    June 30, 2005
 the public records; (iv) bankruptcies, defects, liens, encumbrances, adverse claims or other matters,
if any, created, first appearing in the public records or attaching prior to the date the
Buyer acquires of record fee title estate to the Optioned Premises.
 7.
    
    Assignment of Option. It is specifically understood and agreed that Buyer may assign
its rights under this Option Contract at any time and that any such assignee shall also have
the right of assignment; provided that Buyer may only assign its rights under this Option
Contract (and any assignee may only further assign its rights under this Option Contract) to a
Person who is then a BSP II Owner or in connection with a pledge or the granting of a security
interest in, or assigning as collateral, all or any portion of Buyers interest in either BSP
II or the JFA in connection with Buyers financing of the Project.
 8.
    
    Right of Entry; Inspection of Optioned Premises. Sellers hereby grant to Buyer, and
its agents or designees, the right to enter upon the Optioned Premises at any time during the
Option Period as more specifically provided for in the JFA for the purposes of surveying and
inspecting the Optioned Premises. Acceptance of the warranty deed for the Optioned Premises
shall constitute Buyers acknowledgment that the Optioned Premises have been conveyed on an
As-Is, Where-Is basis, but subject to warranties of title as set forth in a Warranty Deed to
be delivered pursuant to Section 6. In the event that Buyers inspection reveals an
environmental hazard, Hazardous Substance or other undesirable condition with respect to the
Optioned Premises, Buyer may, at any time prior to Closing (i) accept responsibility for such
conditions and proceed to Closing, as provided for in the JFA, (ii) exclude that portion of
the Optioned Premises with the environmental hazard, Hazardous Substance or undesirable
condition from the terms of the Option (in which case, Sellers shall convey the remaining
portion of the Optioned Premises to Buyer upon exercise of the Option), or (iii) elect to
terminate this Option Contract at which time the Parties shall have no further
responsibilities to each other with respect to this Option Contract.
 9.
    
    Definitions. Any capitalized term that is not defined in this Option Contract shall
have the definition set forth in the JFA.
 10.
    
    Successors and Assigns. This Option Contract shall inure to the benefit of and bind
the respective successors and assigns of the Parties hereto, and references hereby to
Sellers and Buyer shall be deemed to include their respective successors and assigns.
Buyer acknowledges and represents to Sellers that it is acting solely as agent for the BSP II
Owners.
 11.
    
    Time Is of the Essence. Time is of the essence to this Option Contract.
 12.
    
    Recording of Memorandum. The Parties agree that this Option Contract shall not be
recorded. The Parties shall enter into a Memorandum of Option Contract and the Memorandum
will be recorded in the Office of the Register of Deeds of Grant County, South Dakota as soon
as reasonably possible following execution of this Option Contract.




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##### 



Option to Purchase Contract
    
    Page 64Big Stone II Power Plant
    
    June 30, 2005
 
 13.
    
    Sellers Representations. Sellers covenant, represent and warrant to Buyer that:
 (a)
    
    Sellers have the full power, authority and legal right under all applicable
Laws and their respective organizational documents to grant the Option to Buyer and
complete the transaction contemplated hereby. The Persons who have executed this
Option Contract on behalf of Sellers have the appropriate authority as the owners of
the entire interest of Optioned Premises to bind Sellers to the terms of this Option
Contract(b)
    
    The execution, delivery and performance of this Option Contract by Sellers will
not result in any breach of any instrument, agreement, contract or other document to
which Sellers are a party or by which their properties are bound.(c)
    
    As of the date hereof, there are no liens or encumbrances against the Optioned
Premises other than easements, liens and encumbrances of record. Seller has not
permitted or suffered any easements, liens or encumbrances against the Optioned
Premises since May 10, 2005.(d)
    
    From the date hereof until the Date of Closing, Sellers shall not grant, permit
or suffer any easements, liens or encumbrances to attach to the Optioned Premises
without the prior written consent of Buyer, other than such easements, liens or
encumbrances as shall be released prior to Closing.
 14.
    
    Remedies for Breach. In the event of a material breach of the covenants, terms,
conditions, representations, and warranties set forth in this Option Contract, either Party
may seek specific performance to enforce the provisions hereof, and/or may seek damages
resulting from such breach and/or any other remedy available to such Party under law or
equity. The prevailing Party shall be entitled to reasonable attorneys fees incurred in
enforcing this Option Contract. The remedies set forth herein are cumulative and are in
addition to any remedies set forth in the JFA.
 15.
    
    Governing Law. This Option Contract shall be governed by the law of the state of
South Dakota.
 16.
    
    Counterparts. To facilitate execution, this Option Contract may be executed in as
many separate counterparts as may be convenient or required. It shall not be necessary that
the signature of each Party, or that the signature of all Persons required to bind any Party,
appear on each counterpart. All counterparts shall collectively constitute a single
instrument.




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##### 



Option to Purchase Contract
    
    Page 65Big Stone II Power Plant
    
    June 30, 2005
 
  SELLERS:Montana-Dakota:
    
    MONTANA-DAKOTA UTILITIES CO., a Division of MDU Resources Group, Inc., a Delaware corporation formerly known as Montana-Dakota Utilities Co.By:Name:
    
    Bruce T. ImsdahlIts:
    
    President and Chief Executive OfficerNorthWestern:
    
    NORTHWESTERN CORPORATION, a Delaware corporation doing business as NorthWestern EnergyBy:Name:
    
    Michael J. HansonIts:
    
    President and Chief Executive OfficerOtter Tail:
    
    OTTER TAIL CORPORATION, a Minnesota corporationBy:Name:
    
    Charles S. MacFarlaneIts:
    
    PresidentBUYER:OTTER TAIL CORPORATION, a Minnesota corporation, as administrative agent for itself and the other Persons who are, from time to time, the BSP II Owners described in the JFABy:Name:
    
    Charles S. MacFarlaneIts:
    
    President




---



##### 



Option to Purchase Contract
    
    Page 66Big Stone II Power Plant
    
    June 30, 2005
 EXHIBIT A
Legal Description of Optioned Premises
 Tract A
 Tract B
 Tract C
 Tract D
 Tract E
 Tract F
 Tract G
 Tract H
 Tract I
 Tract M




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##### 



Option to Purchase Contract
    
    Page 67Big Stone II Power Plant
    
    June 30, 2005
 Tract O




---



##### 



EXHIBIT B
Non-Permitted Encumbrances




---



##### 



Joint Facilities Agreement
    
    Page 69Big Stone II Power Plant
    
    June 30, 2005
 SCHEDULE 10.01(B)
Memorandum of Option to Purchase Contract
 MEMORANDUM OF OPTION TO PURCHASE CONTRACT
 Montana-Dakota NorthWestern Otter Tail Sellers Buyer Option Contract Optioned
Premises
   The remainder of this page is intentionally left blank.




---



##### 



Memorandum of Option to Purchase Contract
    
    Page 70Big Stone II Power Plant
    
    June 30, 2005
  SELLERS:Montana-Dakota:
    
    MONTANA-DAKOTA UTILITIES CO., a Division of MDU Resources Group, Inc., a Delaware corporation formerly known as Montana-Dakota Utilities Co.By:Name: Bruce T. ImsdahlIts: President and Chief Executive Officer
 STATE OF South Dakota}
    
    ss.COUNTY OF Grant
 30th Dennis Mears
  Notary Public




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##### 



Memorandum of Option to Purchase Contract
    
    Page 71Big Stone II Power Plant
    
    June 30, 2005
  NorthWestern:
    
    NORTHWESTERN CORPORATION, a Delaware corporation doing business as NorthWestern EnergyBy:Name: Michael J. HansonIts: President and Chief Executive Officer
 STATE OF SOUTH DAKOTA}
    
    ss.COUNTY OF MINNEHAHA
 27th Alan Dietrich
  Notary Public




---



##### 



Memorandum of Option to Purchase Contract
    
    Page 72Big Stone II Power Plant
    
    June 30, 2005
  Otter Tail:
    
    OTTER TAIL CORPORATION, a Minnesota corporationBy:Name: Charles S. MacFarlaneIts: President
 STATE OF MINNESOTA}
    
    ss.COUNTY OF HENNEPIN
 nd
  Notary Public




---



##### 



Memorandum of Option to Purchase Contract
    
    Page 73Big Stone II Power Plant
    
    June 30, 2005
  BUYER:OTTER TAIL CORPORATION, a Minnesota corporation, as administrative agent for itself and the other Persons who are, from time to time, the BSP II Owners described in the Option to Purchase ContractBy:Name: Charles S. MacFarlaneIts: President
 STATE OF MINNESOTA}
    
    ss.COUNTY OF HENNEPIN
 nd
  Notary Public




---



##### 



Memorandum of Option to Purchase Contract
    
    Page 74Big Stone II Power Plant
    
    June 30, 2005




---



##### 



Memorandum of Option to Purchase Contract
    
    Page 75Big Stone II Power Plant
    
    June 30, 2005
 EXHIBIT A
TO
MEMORANDUM OF OPTION TO PURCHASE CONTRACT
 Tract A
 Tract B
 Tract C
 Tract D
 Tract E
 Tract F
 Tract G
 Tract H
 Tract I
 Tract M
 Tract O




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##### 



Joint Facilities Agreement
    
    Page76Big Stone II Power Plant
    
    June 30, 2005
 SCHEDULE 10.02(A)
Blanket Easement Agreement
  BLANKET EASEMENT AGREEMENT
 Agreement Otter Tail NorthWestern Montana-Dakota CMMPA GRE Heartland SMMPA WMMPA BSP I Owners BSP
II Owners
  BSP I Exhibit A Project Premises
 BSP II




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##### 



Blanket Easement Agreement
    
    Page77Big Stone II Power Plant
    
    June 30, 2005
 Joint Facilities Agreement
 Option Contract Exhibit B BSP II Plant Site BSP I Plant Site
   ARTICLE I  DEFINITIONS
  ARTICLE II -EASEMENTS FOR CONSTRUCTION
 Pre-Construction and Construction Easements
  Exhibit C Construction Easement




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##### 



Blanket Easement Agreement
    
    Page78Big Stone II Power Plant
    
    June 30, 2005
 ARTICLE III  CONSTRUCTION INDEMNIFICATION REQUIREMENTS,
RESTRICTIONS; AND FACILITY EASEMENTS
 Indemnification Requirements
  Joint and Exclusive Facilities
 Exhibit D
  Location of Facilities
  Liens




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##### 



Blanket Easement Agreement
    
    Page79Big Stone II Power Plant
    
    June 30, 2005
 Facility Easement
 Facility Easement
 ARTICLE IV -POST-CONSTRUCTION EASEMENTS
 Post-Construction Easements
  Ingress, Egress and Parking
  1.
    
    Each Group reserves the right to close-off any portion of its Plant Site for
such reasonable period of time as may be legally necessary, in the opinion of such
Groups counsel, to prevent the acquisition of prescriptive rights by anyone;




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##### 



Blanket Easement Agreement
    
    Page80Big Stone II Power Plant
    
    June 30, 2005
 provided, however, that prior to closing off any portion of its Plant Site, such Group shall
give written notice to the other Group of its intention to do so, and shall attempt to
coordinate such closing-off with the other Group so that no unreasonable interference with
the passage of pedestrians or vehicles shall occur;2.
    
    Each Group reserves the right at any time and from time to time to exclude or
restrain any person who is not an invitee of either Group from using its Plant Site;
and3.
    
    Each Group reserves the right to temporarily erect or place barriers in and
around areas on its Plant Site which are being constructed and/or repaired in order to
ensure either safety of persons or protection of property.
 Additional Instruments
  ARTICLE V  OTHER CONSTRUCTION AND MAINTENANCE ACTIVITIES
  ARTICLE VI  ENVIRONMENTAL INDEMNIFICATION




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##### 



Blanket Easement Agreement
    
    Page81Big Stone II Power Plant
    
    June 30, 2005
 ARTICLE VII  TERM
  ARTICLE VIII -MISCELLANEOUS
 Default
 Non-Defaulting Group Default Defaulting Group
   Estoppel Certificate




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##### 



Blanket Easement Agreement
    
    Page82Big Stone II Power Plant
    
    June 30, 2005
 (A)
    
    whether it knows of any default under this Agreement by the requesting Owner,
and if there are known defaults, specifying the nature thereof in reasonable detail;(B)
    
    whether this Agreement has been assigned, modified or amended in any way by it
and if so, then stating the nature thereof in reasonable detail; and(C)
    
    whether this Agreement is in full force and effect.
 Limited Warranty of Title
  Notices
  Ownership; Transfers.
  Binding Effect
  Construction and Interpretation




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##### 



Blanket Easement Agreement
    
    Page83Big Stone II Power Plant
    
    June 30, 2005
    Negation of Partnership
  Mitigation of Damages
  Agreement Shall Continue Notwithstanding Breach
  Grant Shall Not Interfere With Use of BSP I
  Time




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##### 



Blanket Easement Agreement
    
    Page84Big Stone II Power Plant
    
    June 30, 2005
 No Waiver
  Governing Law
  Counterparts
  [Remainder of page intentionally left blank. Signature pages follow.]




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##### 



Blanket Easement Agreement
    
    Page 85Big Stone II Power Plant
    
    June 30, 2005
 
  OTTER TAIL:OTTER TAIL CORPORATION, a Minnesota
corporationBy:Name: Charles S. MacFarlaneIts: President
 STATE OF MINNESOTA}
    
    ss.COUNTY OF HENNEPIN
 nd
  Notary Public




---



##### 



Blanket Easement Agreement
    
    Page 86Big Stone II Power Plant
    
    June 30, 2005
 
 NORTHWESTERN:NORTHWESTERN CORPORATION, a Delaware
corporation doing business as NorthWestern
EnergyBy:Name: Michael J. HansonIts: President and Chief Executive Officer
 STATE OF SOUTH DAKOTA}
    
    ss.COUNTY OF MINNEHAHA
 27th Alan Dietrich
  Notary Public




---



##### 



Blanket Easement Agreement
    
    Page 87Big Stone II Power Plant
    
    June 30, 2005
 
 MONTANA-DAKOTA:MONTANA-DAKOTA UTILITIES CO., a Division of
MDU Resources Group, Inc., a Delaware
corporationBy:Name: Bruce T. ImsdahlIts: President and Chief Executive Officer
 STATE OF South Dakota}
    
    ss.COUNTY OF Grant
 30th Dennis Mears
  Notary Public




---



##### 



Blanket Easement Agreement
    
    Page 88Big Stone II Power Plant
    
    June 30, 2005
 
 CMMPA:CENTRAL MINNESOTA MUNICIPAL POWER AGENCY, an
agency incorporated under Minnesota lawBy:Name: Paul LelandIts: President
 STATE OF MINNESOTA}
    
    ss.COUNTY OF FARIBAULT
 th
  Notary Public




---



##### 



Blanket Easement Agreement
    
    Page 89Big Stone II Power Plant
    
    June 30, 2005
 
 GRE:GREAT RIVER ENERGY, a Minnesota cooperativeBy:Name: David SaggauIts: President and Chief Executive Officer
 STATE OF MINNESOTA}
    
    ss.COUNTY OF HENNEPIN
 nd
  Notary Public




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##### 



Blanket Easement Agreement
    
    Page 90Big Stone II Power Plant
    
    June 30, 2005
 
 HEARTLAND:HEARTLAND CONSUMERS POWER DISTRICT, a
consumers power district formed and organized
under the South Dakota Consumers Power
District Law, Chapter 49-35 of the South
Dakota Codified LawsBy:Name: Michael McDowellIts: General Manager
 STATE OF MINNESOTA}
    
    ss.COUNTY OF HENNEPIN
 nd
  Notary Public




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##### 



Blanket Easement Agreement
    
    Page 91Big Stone II Power Plant
    
    June 30, 2005
 
 SMMPA:SOUTHERN MINNESOTA MUNICIPAL POWER AGENCY, a
Minnesota municipal corporation and political
subdivisionBy:Name: Raymond A. HaywardIts: Executive Director and CEO
 STATE OF MINNESOTA}
    
    ss.COUNTY OF OLMSTED
 th
  Notary Public




---



##### 



Blanket Easement Agreement
    
    Page 92Big Stone II Power Plant
    
    June 30, 2005
 
 WMMPA:WESTERN MINNESOTA MUNICIPAL POWER AGENCY, a
Minnesota municipal corporation and political
subdivisionBy:Name: Donald E. HabichtIts: President
 STATE OF MINNESOTA}
    
    ss.COUNTY OF NOBLES
 rd Thomas A. Jensen
  Notary Public




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Blanket Easement Agreement
    
    Page 93Big Stone II Power Plant
    
    June 30, 2005




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Blanket Easement Agreement
    
    Page 94Big Stone II Power Plant
    
    June 30, 2005
 
 EXHIBIT A
Legal Description of Project Premises
 In Section 11, Township 121 North, Range 45 West:
 th
 In Section 12, Township 121 North, Range 45 West:
 th
 In Section 13, Township 121 North, Range 45 West * :
  In Section 14, Township 121 North, Range 45 West * :
  In Section 5, Township 121 North, Range 46 West:
  In Section 7, Township 121 North, Range 46 West:
 th
 In Section 8, Township 121 North, Range 46 West:
  
 *
    
    Subject to revision upon receipt of title
commitment for this property.




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Blanket Easement Agreement
    
    Page 95Big Stone II Power Plant
    
    June 30, 2005
 
  In Section 18, Township 121 North, Range 46 West:
 Parcel 1: th
 Parcel 2: th
 Parcel 3: th
 Parcel 4: th
 Parcel 5: th




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Blanket Easement Agreement
    
    Page 96Big Stone II Power Plant
    
    June 30, 2005
 EXHIBIT B
Legal Description of BSP II Plant Site
 Tract A
 Tract B
 Tract C
 Tract D
 Tract E
 Tract F
 Tract G
 Tract H
 Tract I
 Tract M
 Tract O




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Blanket Easement Agreement
    
    Page 97Big Stone II Power Plant
    
    June 30, 2005
 
 EXHIBIT C
Construction Easement Area
 Tracts J and L
 Tract N




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Blanket Easement Agreement
    
    Page 98Big Stone II Power Plant
    
    June 30, 2005
 
 EXHIBIT D
Site Plan




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Joint Facilities Agreement
    
    Page 99Big Stone II Power Plant
    
    June 30, 2005
 
 SCHEDULE 10.02(C)
Form of Release




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Joint Facilities Agreement
    
    Page 100Big Stone II Power Plant
    
    June 30, 2005
 
     THE BANK OF NEW YORKBy:Its:ANDBy:Its:
  (SEAL)




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Joint Facilities Agreement
    
    Page 101Big Stone II Power Plant
    
    June 30, 2005
 
 STATE OF NEW YORK
    
    
    )ss)COUNTY OF NEW YORK
    
    
    )
  Notary Public, State of New York




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Joint Facilities Agreement
    
    Page 102Big Stone II Power Plant
    
    June 30, 2005
 
 SCHEDULE 11.02
Insurance Policies
 Mandatory
 (i)
    
    Builders Risk (including testing) during all periods of construction on the
entire Project on a completed value basis and covering the full insurable replacement
cost thereof (BSP II Owners only);(ii)
    
    Property Damage, including Boiler and Machinery, covering the full insurable
replacement cost thereof. The E&O Committee may consider a limit no less than the
maximum foreseeable loss of each occurrence and in the annual aggregate as determined
from time to time by an independent consultant in lieu of full insurable replacement
cost;(iii)
    
    Commercial General and Automobile Liability in the amount of $1,000,000 each
occurrence and in the annual aggregate;(iv)
    
    Umbrella and Excess Liability in the amount of $50,000,000 each occurrence
and in the annual aggregate through a combination thereof.
 Optional
 
   (*) Confidential information has been omitted and filed separately with the Commission pursuant to
Rule 24b-2.