Exhibit
10.3


 


Confidential
treatment has been requested for portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete
version of this exhibit has been filed separately with the Securities and Exchange Commission.


 


Execution
Version


 


BIG
STONE SOUTH – ELLENDALE PROJECT


 


PROJECT
OWNERSHIP AGREEMENT


 


Dated
as of June 12, 2015 



 





 






    	 	 	Confidential



    	 



    

 





TABLE
OF CONTENTS


 





	 	 	 	 	 	Page
	 	 	 	 	 	 
	ARTICLE 1 DEFINITIONS, SCHEDULES AND EXHIBITS	 	2
	 	1.1	Definitions	 	2
	 	1.2	Certain Conflicts Between Project
    Agreements	 	22
	 	1.3	Schedules and Exhibits	 	22
	 	 	 	 	 
	ARTICLE 2 TERM	 	 	22
	 	2.1	Term	 	 	22
	 	 	 	 	 	 
	ARTICLE 3 PROJECT OWNERSHIP, INTERESTS AND GOVERNANCE	 	22
	 	3.1	Nature of Ownership and Ownership
    Percentages	 	22
	 	 	3.1.1	Nature of Ownership Interest	 	22
	 	 	3.1.2	Property Interests Created Prior to the
    Effective Date	 	23
	 	 	3.1.3	Ownership Percentage	 	23
	 	 	3.1.4	[RESERVED]	 	24
	 	 	3.1.5	Waiver of Right to Partition	 	24
	 	 	3.1.6	Discretely Owned Substation Assets	 	25
	 	3.2	Management Committee	 	25
	 	 	3.2.1	Establishment	 	25
	 	 	3.2.2	Powers	 	25
	 	 	3.2.3	Composition, Attendance, Meetings, Etc	 	28
	 	 	3.2.4	Voting	 	32
	 	 	 	 	 	 
	ARTICLE 4 CONSTRUCTION; OPERATION AND MAINTENANCE;
    AND CAPITAL IMPROVEMENTS	 	32
	 	4.1	Construction	 	32
	 	 	4.1.1	[RESERVED]	 	32
	 	 	4.1.2	Replacement Construction Management Agreement	 	32
	 	4.2	Operation and Maintenance	 	33
	 	 	4.2.1	[RESERVED]	 	33
	 	 	4.2.2	Replacement Operation and Maintenance Agreement	 	33
	 	 	4.2.3	Voting with Respect to Operation and Maintenance
    Agreement	 	34
	 	4.3	Business with Affiliates	 	34
	 	 	4.3.1	Affiliate Contracts	 	34
	 	 	4.3.2	Disqualified Affiliate Matters	 	35
	 	4.4	Principles Applicable to Upgrades
    and Other Modifications	 	36
	 	 	4.4.1	General Principles	 	36
	 	 	4.4.2	[RESERVED]	 	38
	 	 	4.4.3	Principles Applicable to Generator Interconnection
    Requests	 	38
	 	 	 	 	 	 
	ARTICLE 5 PAYMENT PROCEDURES	 	39
	 	5.1	Payment/Invoices	 	39
	 	 	5.1.1	General	 	39
	 	 	5.1.2	Main Escrow Account	 	39










 






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	 	 	5.1.3 	Manner of Payment	 	40
	 	 	5.1.4 	No Counterclaim; No Set-Off	 	40
	 	 	 	 	 
	ARTICLE 6 BUDGETS, ACCOUNTING	 	40
	 	6.1	Construction Phase	 	40
	 	 	6.1.1 	Project Budgets	 	40
	 	 	6.1.2 	CM Costs	 	40
	 	6.2	Operating Phase	 	41
	 	 	6.2.1 	Capital and Annual Operating Expense Budgets	 	41
	 	 	6.2.2 	Operating Expenses and Capital Expenses	 	41
	 	 	6.2.3 	Budget Deadlock	 	41
	 	6.3	Interest	 	42
	 	6.4	Disputed Contributions	 	42
	 	6.5	Inspection and Audit Rights	 	42
	 	6.6	NERC Compliance Policy	 	43
	 	6.7	Records	 	43
	 	 	 	 	 
	ARTICLE 7 TAXES AND ASSESSMENTS	 	43
	 	7.1	Management of Tax Matters	 	43
	 	 	7.1.1 	Personal Taxes	 	43
	 	 	7.1.2 	Sales, Consumer and Use Taxes	 	44
	 	7.2	Payment of Taxes	 	44
	 	7.3	Sharing of Taxes and Related
    Payments	 	44
	 	7.4	Tax Credits or Other Tax Benefits	 	44
	 	7.5	Non-creation of Taxable Entity	 	45
	 	 	 	 	 
	ARTICLE 8 INSURANCE AND CASUALTY DAMAGE	 	45
	 	8.1	Insurance	 	45
	 	8.2	Casualty	 	45
	 	8.3	Insurance Proceeds	 	45
	 	8.4	Destruction Event	 	46
	 	 	8.4.1 	Damage or Destruction of Substantially All of the Project	 	46
	 	 	8.4.2	Payment of Restoration Costs	 	48
	 	 	 	 	 
	ARTICLE 9 CONDEMNATION	 	48
	 	9.1	Condemnation of the Project	 	48
	 	9.2	[RESERVED]	 	48
	 	9.3	[RESERVED]	 	48
	 	9.4	Notice of Condemnation	 	48
	 	9.5	Condemnation Awards	 	49
	 	 	 	 	 
	ARTICLE 10 TRANSFERS	 	49
	 	10.1	General Transfer Rule	 	49
	 	10.2	Permitted Transfers	 	49
	 	 	10.2.1 	Transfer to Affiliate(s)	 	49
	 	 	10.2.2 	Collateral Assignment	 	49
	 	 	10.2.3	Transfer to Another Owner	 	49







  









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	 	 	10.2.4	 	Transfer to a Third Party	49
	 	 	10.2.5	 	Management Committee Approval	50
	 	 	10.2.6	 	Change of Control	50
	 	 	10.2.7	 	Freeze	50
	 	 	10.2.8	 	Exercise of a Collateral Assignment	50
	 	10.3	Rules and Conditions to Transfer	50
	 	 	10.3.1	 	For Permitted Transfers	50
	 	10.4	First Negotiation	52
	 	 	10.4.1	 	ROFN Offeree Owner’s Option	52
	 	 	10.4.2	 	Right of Offering Owner to Sell to Third
    Party	55
	 	 	 	 	 	 
	ARTICLE 11 FINANCING; FINANCING INSTRUMENTS	56
	 	11.1	Pledge of Separate Property	56
	 	11.2	Financing Instruments	56
	 	11.3	Financing Party Cure Rights	57
	 	 	 	 
	ARTICLE 12 REPRESENTATIONS, WARRANTIES AND COVENANTS	57
	 	12.1	Representations and Warranties	57
	 	 	12.1.1	 	Organization and Good Standing	57
	 	 	12.1.2	 	Power and Authority	57
	 	 	12.1.3	 	Authorization	57
	 	 	12.1.4	 	No Violation	57
	 	 	12.1.5	 	Approvals and Consents	58
	 	 	12.1.6	 	Binding Effect	58
	 	 	12.1.7	 	Joint Use	58
	 	12.2	Covenants	58
	 	 	12.2.1	 	Compliance with Project Agreements	58
	 	 	12.2.2	 	[RESERVED]	58
	 	 	12.2.3	 	Governmental Approvals	58
	 	 	12.2.4	 	Project Real Property	59
	 	 	12.2.5	 	Availability of Personnel and Resources	59
	 	 	12.2.6	 	Risk of Loss and Damage	59
	 	 	12.2.7	 	[RESERVED]	59
	 	 	12.2.8	 	[RESERVED]	59
	 	 	12.2.9	 	Deposit by Assignee if No Longer Creditworthy	59
	 	 	 	 	 	 
	ARTICLE 13 MAXIMUM CM COSTS	60
	 	13.1	Meeting to Consider Proposed
    Increase in the Maximum CM Cost Amount	60
	 	13.2	Failure to Approve	60
	 	13.3	Approval	60
	 	13.4	Initial Round of the Cost Offering	61
	 	 	13.4.1	 	Election Notice	61
	 	 	13.4.2	 	Allocation Between Owners	61
	 	 	13.4.3	 	Effect of Full Subscription by Owners	61
	 	 	13.4.4	 	Effect of Partial Subscription	61
	 	 	 	 	 	 


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	ARTICLE 14 DEFAULTS RELATED TO CONSTRUCTION ACTIVITIES	 	62
	 	14.1	Definitions for Defaults Related
    to Construction Activities	 	62
	 	 	14.1.1	Definition of Construction Period Payment
    Default	 	62
	 	14.2	Provisions Governing Construction
    Period Payment Defaults	 	62
	 	 	14.2.1	[RESERVED]	 	62
	 	 	14.2.2	Suspension of Defaulting CPP Owner Voting
    Rights Upon Construction Period Payment Default	 	62
	 	 	14.2.3	Non-Defaulting CPP Owner Advance Following
    Construction Period Payment Default	 	62
	 	 	14.2.4	Requirements for and Effect of Cure of
    Construction Period Payment Default	 	63
	 	 	14.2.5	Automatic Freeze of Defaulting CPP Owner’s
    Interest if Curable Construction Period Payment Default Not
    Cured or Uncurable Construction Period Payment Default Occurs;
    Provisions Applicable to Automatic Freeze	 	65
	 	14.3	[RESERVED]	 	66
	 	14.4	[RESERVED]	 	66
	 	14.5	[RESERVED]	 	66
	 	14.6	[RESERVED]	 	66
	 	14.7	[RESERVED]	 	66
	 	14.8	Additional Cure Period for
    Financing Instrument	 	66
	 	 	 	 	 
	ARTICLE 15 DEFAULTS RELATED TO OPERATIONS ACTIVITIES; GENERAL
    DEFINITIONS; COVENANT DEFAULTS; INJUNCTIVE RELIEF, SPECIFIC PERFORMANCE, AND SET-OFF RIGHTS	 	67
	 	15.1	General Provisions Related
    to Defaults	 	67
	 	 	15.1.1	[RESERVED]	 	67
	 	 	15.1.2	[RESERVED]	 	67
	 	 	15.1.3	Covenant Default	 	67
	 	15.2	Provisions Governing Operations
    Payment Defaults	 	68
	 	 	15.2.1	Requirements for Cure of Operations Payment
    Default	 	68
	 	 	15.2.2	Remedies Applicable to Operations Payment
    Default	 	69
	 	15.3	[RESERVED]	 	69
	 	15.4	[RESERVED]	 	69
	 	15.5	Provisions Applicable to Certain
    Defaults	 	69
	 	 	15.5.1	Available Damages	 	69
	 	 	15.5.2	No Consequential Damages	 	69
	 	 	15.5.3	Remedies Not Exclusive	 	70
	 	 	15.5.4	Interest on Overdue Obligations	 	70
	 	15.6	Common Provisions Applicable
    to All Defaults	 	70
	 	 	15.6.1	Injunctive Relief and Specific Performance	 	70
	 	 	15.6.2	Right of Set-Off	 	70
	 	 	 	 	 	 



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	 	15.7	Additional Cure Period for
    Financing Instrument	 	70
	 	 	 	 	 
	ARTICLE 16 THIRD PARTY CLAIMS; SHARED LIABILITY;
    EFFECT OF INSURANCE; AND CONTRIBUTION	71
	 	16.1	Third Party Claims	 	71
	 	 	16.1.1 	Indemnification	 	71
	 	 	16.1.2 	Notice of Third Party Claims	 	72
	 	 	16.1.3 	Defense of Third Party Claims	 	72
	 	 	16.1.4 	Prejudicial Actions	 	73
	 	16.2	Exceptions and Clarifications	 	73
	 	 	16.2.1 	Shared Liability	 	73
	 	 	16.2.2 	Effect of Insurance	 	74
	 	 	16.2.3 	Right of Contribution	 	74
	 	 	16.2.4 	Project Costs	 	75
	 	 	 	 	 	 
	ARTICLE 17 CONFIDENTIALITY 	76
	 	17.1	Confidentiality of Information	 	76
	 	17.2	Information Not Deemed Confidential
    Information	 	76
	 	17.3	Requirement to Disclose Confidential
    Information	 	77
	 	17.4	Compliance with FERC Standards
    of Conduct	 	77
	 	17.5	Restrictions on Access to Critical
    Energy Infrastructure Information	 	77
	 	17.6	Property of Owner	 	77
	 	17.7	No Accuracy Warranty	 	78
	 	17.8	Breach of Confidentiality Provisions	 	78
	 	17.9	Public Disclosure	 	78
	 	17.10	Public Disclosure Laws	 	78
	 	 	 	 	 
	ARTICLE 18 DISPUTE RESOLUTION FOR EXCLUDED MATTERS
    	78
	 	18.1	Excluded Matters	 	78
	 	18.2	Appointment of Arbitrator	 	78
	 	18.3	Arbitration Process	 	79
	 	18.4	Effect of Arbitrator’s
    Decision	 	79
	 	 	18.4.1 	Percentage Calculation Dispute	 	79
	 	18.5	Fees of Arbitrator	 	79
	 	18.6	Confidentiality	 	79
	 	 	 	 	 
	ARTICLE 19 TERMINATION	79
	 	19.1	Termination	 	79
	 	 	19.1.1 	Termination of the Project	 	79
	 	 	19.1.2 	Termination of this Agreement	 	80
	 	19.2	Retirement and Retirement Costs	 	80
	 	19.3	Effect of Project Termination	 	80
	 	 	19.3.1 	Wind-up Plan	 	80
	 	 	19.3.2 	Allocations and Distributions Upon Termination of Project	 	81
	 	 	 	 	 	 


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	ARTICLE 20 MISCELLANEOUS	82
	 	20.1	Survival	82
	 	20.2	Forward Contracts; Single Agreement	82
	 	20.3	Force Majeure	82
	 	 	 	 



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	SCHEDULES AND EXHIBITS
	 	 	 	 	 
	SCHEDULE 1	Generally Applicable Provisions	 	 
	SCHEDULE 3.2.3.1.8	Authorized Owner Representatives
    as of the Effective Date
	 	 	 	 	 
	EXHIBIT A	Development Period Assets	 	 
	EXHIBIT B	Ownership Percentages	 	 
	EXHIBIT C	Discretely Owned Substation
    Assets and Discretely Owned Substation Owners
	EXHIBIT D	[RESERVED]	 	 	 
	EXHIBIT E-1	Form of Assignment, Assumption,
    Partial Novation and Joinder Agreement
	EXHIBIT E-2	Form of Assignment, Assumption,
    Novation and Joinder Agreement
	EXHIBIT F	Insurance Plan	 	 	 
	EXHIBIT G	NERC Compliance Policy	 	 
	EXHIBIT I-1	[RESERVED]	 	 	 
	EXHIBIT J	Form of Transmission Easement
    Agreement and Memorandum of Project Ownership Agreement.
	EXHIBIT K	[RESERVED]	 	 	 
	EXHIBIT L	[RESERVED]	 	 	 
	EXHIBIT M	[RESERVED]	 	 	 
	EXHIBIT N-1A	[RESERVED]		 	 
	EXHIBIT N-2	[RESERVED]	 	 	 
	EXHIBIT O	[RESERVED]	 	 	 
	EXHIBIT P	Methodology for Recalculating
    Interests for Capital Improvements
	 	 	 	 	 







 






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PROJECT
OWNERSHIP AGREEMENT


 


THIS
PROJECT OWNERSHIP AGREEMENT is entered into and effective as of June 12, 2015 (the “Effective Date”) by
and between Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc., a Delaware corporation (“MDU”),
and Otter Tail Power Company, a corporation organized and existing under the laws of the State of Minnesota (“OTP”).  MDU
and OTP shall be referred to herein:  (i) individually as an “Owner” and collectively as the “Owners,”
and (ii) individually as a “Party” and collectively as the “Parties.”


 


RECITALS


 


A.           The
Owners have determined that the Project and the Discretely Owned Substation Assets are necessary to: (i) enhance service reliability
for electric customers in North Dakota, South Dakota and the MISO territories; (ii) strengthen the transmission network to meet
additional demands for electric power; and (iii) enhance transmission system capacity to support the installation of renewable
energy resources;


 


B.           The
Owners have further determined that because the Project is both local and regional in nature, it is most efficient and effective
for the Owners to enter into this Agreement to provide for the construction and operation of the Project in a collaborative manner;


 


C.           The
Owners have entered into the Project Development Agreement pursuant to which they have or are currently undertaking Development
Work;


 


D.           Contemporaneously
herewith, the Owners have entered into: (i) the Construction Management Agreement; (ii) the Project Transmission Capacity Exchange
Agreement; (iii) Operation and Maintenance Agreement; and (iv) such other agreements as the Owners have deemed necessary;


 


E.           In
accordance with Section 9.1.2 of the Project Development Agreement, the Parties should enter into the Project Agreements;
and


 


F.           Each
Owner desires to enter into this Agreement and the other Project Agreements to facilitate the completion of the Project.


 


AGREEMENT


 


In
consideration of the foregoing Recitals, the mutual covenants set forth in this Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each Owner agrees as follows:


 


ARTICLE
1





DEFINITIONS,
SCHEDULES AND EXHIBITS


 


	1.1	Definitions.  In addition
to the other terms defined herein, the following terms, whether in the singular or in the plural, when used herein, in Schedule
1 (Generally Applicable Provisions), in the exhibits attached hereto or in notices given under this Agreement and initially
capitalized, have the meanings specified below:


	  	


 






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“Abandoning
Owner” has the meaning given in Section 8.4.1.1.


 


“Advance”
has the meaning given in Section 14.2.3.


 


“Advancing
Owners” has the meaning given in Section 14.2.4.3.


 


“Affiliate
Contracts” has the meaning given in Section 4.3.1.2.


 


“Affiliate”
means any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common
control with, an Owner.


 


“Agreement”
means this Project Ownership Agreement, as it may be supplemented or amended.


 


“Alternate”
has the meaning given in Section 3.2.3.1.2.


 


“Applicable
Energy Regulations” means the rules, Orders, regulations, practices, procedures and protocols established in compliance
with Applicable Law by applicable Transmission Providers (such as the Midwest Independent Transmission System Operator, Inc.),
electric reliability organizations (such as the North American Electric Reliability Corporation and the Midwest Reliability Organization)
and comparable Persons that are applicable to the Services, the Maintenance Services, the Control Center Services, the Construction
Work, the Discretely Owned Substation Assets, the Project or the performance of the obligations of the Parties hereunder.


 


“Applicable
Law” means: (i) any and all laws (including all statutory enactments and common law), ordinances, constitutions, regulations,
treaties, rules, codes, standards, Governmental Approvals, requirements and Orders that (a) have been adopted, enacted, implemented,
promulgated, ordered, issued, entered or deemed applicable by or under the authority of any Governmental Body having jurisdiction
over a specified Person (or the Properties of such Person) and (b) are applicable to the Services, the Construction Work, the
Discretely Owned Substation Assets, the Maintenance Services, the Control Center Services, the Project or the performance of the
obligations of the Parties (each in its respective capacities) under this Agreement; and (ii) Applicable Energy Regulations.


 


“Applicable
Maintenance Activity(s)” means the Maintenance Activity(s) for which a Maintenance Provider or a Control Center Authority
is responsible under the Operation and Maintenance Agreement, as more particularly set forth in Appendix A thereto.


 


“Arbitrator”
has the meaning given in Section 18.2 of this Agreement or Article I of Schedule
1, as applicable.


 


“Authorized
Owner Representatives” has the meaning given in Section 3.2.3.1.2.


 








“Big
Stone South Substation” means the substation owned by OTP and described on Exhibit C, which substation
is not part of the Project.


 


“Bona
Fide Third Party Transaction” has the meaning given in Section 10.4.1.8.


 






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“Books
and Records” has the meaning given in Section 6.5.


 


“BSSE
Design Criteria Guidelines” means the requirements established in Appendix C of the Operation and Maintenance
Agreement, as such requirements are amended by the Management Committee.


 


“Budget
Deadlock” has the meaning given in Section 6.2.3.


 


“Budgets”
means one or more of the Project Budget and Final Budget.


 


“Business
Day” means any day other than a Saturday, Sunday or federal holiday.


 


“Capital
Expenses” means expenses incurred in connection with Capital Improvements.


 


“Capital
Improvements” means capital additions or modifications to the Project that are undertaken after the applicable In-Service
Date  and will be funded by the Owners according to Ownership Percentages pursuant to Section 4.4.1(x) in accordance
with a Final Budget. Capital Improvements include Modifications that are required by Applicable Law, but exclude (i) work undertaken
pursuant to the Construction Management Agreement or the Construction Agreements in accordance with the Project Plan, (ii) Upgrades,
and (iii) Non-Project Modifications.


 


“Casualty”
means damage or destruction to Property.


 


“CEII”
has the meaning given in Section 17.5.


 


“Chair”
means the Owner Representative who is acting as the chair of the Management Committee, which Owner Representative may change from
time to time in accordance with Section 3.2.3.5.


 


“Change
in Law” means any change in, or enactment of, any Applicable Law or official published policy regarding the interpretation
or enforcement of any Applicable Law by a Governmental Body that takes effect after the Effective Date  and affects
or relates to the performance of the obligations of the Owners (individually or collectively) under this Agreement, including
the imposition of any new Governmental Approval requirements; provided, however, a change in
Applicable Law affecting only a tax payable or any other cost of performance hereunder will not constitute a Change in Law.


 


“Change
of Control” means for any Person, (i) a change in any Person or Persons that directly or indirectly possess the power
either to (a) vote fifty percent (50%) or more of the securities or interests having ordinary voting power for the election of
directors (or other comparable controlling body) of such Person or (b) direct or cause the direction of management or policies
of such Person, whether through the ownership of voting securities or interests, by contract or otherwise, or (ii) the creation
of a Person or Persons that directly or indirectly possess the power either to (a) vote fifty percent (50%) or more of the securities
or interests having ordinary voting power for the election of directors (or other comparable controlling body) of such Person
or (b) direct or cause the direction of management or policies of such Person, whether through the ownership of voting securities
or interests, by contract or otherwise, in each case where no such Person or Persons existed before, or (iii) if such Person is
a cooperative or a joint


 






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action agency, the merger or consolidation of such Person with or into another Person in accordance with
Applicable Law.


 


“CM
Costs” has the meaning given in Section 5.4.1 of the Construction Management Agreement.


 


“CM
Subcontract” means each contract, agreement or other arrangement with the Construction Manager or a CM Subcontractor
on the one hand, and any CM Subcontractor on the other hand, establishing the terms of performance of any part of the Construction
Management Services.


 


“CM
Subcontractor” means each and every supplier, subcontractor, vendor, consultant or contractor of any tier performing
any part of the Construction Management Services or Real Property Management Services, directly or indirectly, for the Construction
Manager.  Reference to an Owner as a “CM Subcontractor” excludes any reference to the owner’s Affiliates
and to such Owner in any other capacity.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral
Assignment” has the meaning given in Section 10.2.2.


 


“Commission”
or “Commissioning” (or any derivation thereof) means the process of verifying the safety, reliability and performance
(including testing) of the Project in accordance with the applicable Construction Agreements and Good Utility Practice.


 


“Complete
Taking” has the meaning given in Section 9.1.


 


“Condemnation
Action” means a taking by any Governmental Body (or other Person with power of eminent domain) by exercise of any right
of eminent domain or by appropriation and an acquisition by any Governmental Body (or other Person with power of eminent domain)
through a negotiated purchase in lieu thereof.


 


“Condemnation
Awards” has the meaning given in Section 9.5.


 


“Confidential
Information” has the meaning given in Section 17.1.


 


“Consequential
Damages” has the meaning given in Section 15.5.2.1.


 


“Construction
Agreements” means all contracts, agreements or arrangements establishing the terms of performance of any part of the
Construction Work, including CM Subcontracts, Subcontracts and Development Period Contracts, but specifically excluding (i) this
Agreement, (ii) the Construction Management Agreement, (iii) the Real Property Agreements and (iv) construction contracts arising
from the Substation Work.


 


“Construction
Management Agreement” means that certain Construction Management Agreement, by and between the Owners and the Construction
Manager, effective as of the Effective Date.


 






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“Construction
Management Services” has the meaning given in Section 2.2.1 of the Construction Management Agreement.


 


“Construction
Manager” means OTP, solely in its capacity as the Construction Manager under the Construction Management Agreement
and permitted successors and assigns.  Reference to the Construction Manager excludes any reference to the Construction
Manager in any other capacity.


 


“Construction
Period Payment Default” has the meaning given in Section 14.1.1.1.


 


“Construction
Work Schedule” has the meaning given in Section 3.2.2.2(xiv).


 


“Construction
Work” means all activities that are necessary, desirable or incidental to placing the Project in service, and achieving
Final Completion of the Project in accordance with Good Utility Practice and the Project Plan, other than:  (i) the
Services and (ii) the obligations of the Owners (individually or collectively through the Management Committee) under the Construction
Management Agreement.


 


“Consumables”
means items such as compressed chemicals, oils, lubricants, cleaning supplies, gaskets, valve packing, light bulbs, and comparable
items which, by normal industry practices, are considered consumables and are replaced on a regular basis, required for cleaning
or preparing the Project to be placed in service.


 


“Contractor
Procured Materials” means all Equipment and Materials that are procured for the Project and not designated as Owner
Procured Materials.


 


“Contractor”
means any Person with whom the Owners enter into a Construction Agreement.  Reference to an Owner as a “Contractor”
excludes any reference to such Owner in any other capacity.


 


“Control
Center Authority” means a Person designated as a “Control Center Authority” in the Operation and Maintenance
Agreement, which Person, when acting under the Operation and Maintenance Agreement in such capacity, will have day-to-day
operational control over the Project, including a Person that executes a joinder in a form acceptable to such Person and the Management
Committee to become a Control Center Authority under the Operation and Maintenance Agreement.  Reference to a
Control Center Authority excludes any reference to a Control Center Authority in any other capacity.


 


“Control
Center Services” means the services to be provided by a Control Center Authority as set forth in the Operation
and Maintenance Agreement.







 


“Cost
Offering Effective Date” has the meaning given in Section 13.4.3(i).


 


“Cost
Offering Initial Round Subscription Date” has the meaning given in Section 13.4.1.


 


“Cost
Offering” has the meaning given in Section 13.3.


 






    	 	- 6 -	Confidential



    	 



    

 


“Covenant
Default” has the meaning given in Section 15.1.3.


 


“CPP
Default Accrued Interest” has the meaning given in Section 14.2.4.5.


 


“CPP
Default Cure Period” has the meaning given in Section 14.2.4.1.


 


“CPP
Default Late Fee” has the meaning given in Section 14.2.4.4.


 


“CPP
Default OPCs” has the meaning given in Section 14.2.4.3.


 


“Creditworthiness
Failure Notice” has the meaning given in Section 12.2.9.


 


“Creditworthiness
Loss Triggered Advance” has the meaning given in Section 12.2.9.


 


“Creditworthy”
means, as of the date of a proposed Transfer, a credit rating (determined without regard to any Third Party credit enhancement)
obtained during the twelve (12) Month period immediately preceding such date, of at or above the Minimum Rating.  For
purposes of this definition, “Minimum Rating” means at least two ratings of S&P BBB-, Moody’s Baa3,
Fitch BBB-, or better, or the equivalent for another nationally recognized rating agency of similar standing to S&P or Moody’s
or Fitch (provided that at least one of such ratings must be from S&P or Moody’s) on: (i) the long term
unsecured obligations of a transferee or its guarantor;  or (ii) in the absence of a rating under clause (i),
the most recent long-term fixed rate Debt instrument issued by or on behalf of a tax-exempt transferee or its guarantor during
the twelve (12) Month period preceding the date of a proposed Transfer.  A rating of BBB- (S&P or Fitch) or Baa3
(Moody’s) or equivalent for another agency where the rating agency has publicly announced that such rating is currently
on review for a possible downgrade, cannot be used to qualify as Creditworthy.


 


“Curable
Construction Period Payment Default” has the meaning given in Section 14.2.4.


 


“Damages”
means any loss, charge, deficiency, tax, fine, interest, assessment, judgment, award, demand, liability, penalty or costs and
expenses, including amounts paid in settlement, reasonable attorneys and other professional fees and reasonable costs of investigation.


 


“Debt”
means for any Person, without duplication:


 


(i)           indebtedness
of such Person for borrowed money;


 


(ii)          obligations
of such Person evidenced by bonds, debentures, notes, mortgages or other similar instruments;


 







(iii)         obligations
of such Person to pay (a) amounts due under financing leases, or (b) the deferred purchase price of Property or services (other
than accounts payable in the ordinary course of business), or (c) amounts due under capitalized or operating leases;


 


(iv)         obligations
of such Person under direct or indirect guarantees in respect of, and obligations (contingent or otherwise) of such Person to
purchase or otherwise acquire, or


 






    	 	- 7 -	Confidential



    	 



    

 


otherwise
to assure a creditor against loss in respect of, indebtedness or obligations of another Person;


 


(v)          obligations
of such Person under interest rate or currency protection agreements or other hedging instruments;


 


(vi)         obligations
of such Person to purchase securities (or other Property) that arise out of, or in connection with, the sale of the same or substantially
similar securities (or Property); or


 


(vii)        deferred
obligations of such Person to reimburse any bank or other Person in respect of amounts paid or advanced under a letter of credit
or other instrument.


 


“Default”
means the occurrence of any Construction Period Payment Default, Operations Payment Default, or Covenant Default.  The
existence or non-existence of a Default may be disputed in good faith by either Owner.


 


“Defaulting
Owner” means an Owner that is in Default, including a Defaulting CPP Owner.


 


“Defaulting
Owner Advance Amounts” has the meaning given in Section 14.2.4.6.1.


 


“Defaulting
CPP Owner” has the meaning given in Section 14.2.2.


 


“Deficiency
Amount” has the meaning given in Section 14.2.3.


 


“Destruction
Event” has the meaning given in Section 8.4.1.1.


 


“Destruction
Windup Plan” has the meaning given in Section 8.4.1.1.


 


“Development
Period Assets” has the meaning given in Section 3.1.2.


 


“Development
Period Contracts” has the meaning given in Section 3.1.2.


 


“Development
Work” means the matters, actions and activities undertaken by the Parties to the Project Development Agreement in furtherance
of the development of the Project.


 


“Disclosing
Party” has the meaning given in Section 17.3.


 


“Discretely
Owned Substation Assets” means the Big Stone South Substation and the Ellendale 345 kV Substation, all as identified
in Exhibit C.  Discretely Owned Substation Assets will not constitute part of the Project.


 


“Discretely
Owned Substation Costs” means the costs incurred by a Discretely Owned Substation Owner for the engineering, procurement,
construction or commissioning of upgrades to the Discretely Owned Substation Assets that are necessary in connection with the
Project.


 


“Discretely
Owned Substation Owner” means an Owner that owns a Discretely Owned Substation Asset as provided in Section 3.1.1.2.




 






    	 	- 8 -	Confidential



    	 



    

  


“Dispute”
has the meaning given in Section 3.1 of Schedule 1.


 


“Disqualified
Affiliate Matters” has the meaning given in Section 4.3.2.


 


“Distributable
Cash” has the meaning given in Section 19.3.1.2.


 


“E&O
Committee” has the meaning given in Section 3.2.3.7.3.


 


“Effective
Date” has the meaning given in the first paragraph of this Agreement.


 


“Ellendale
345 kV Substation” means the substation owned by MDU and described as the Ellendale 345 kV Substation on Exhibit
C.


 


“Emergency”
means any circumstance or condition that will or could imminently be expected to materially harm the safe and reliable operation
of all or a portion of the Project, the Transmission Grid or otherwise endanger public safety, Property or the environment.


 


“Equipment”
means any product that:  (i) is to be incorporated into the Project; (ii) is an assembly of operational or non-operational
parts, whether motorized or manually operated; and (iii) requires service connections such as wiring.


 


“Escrow
Agreement” means that certain Escrow Agreement, by and between the Owners and the Escrow Agent, effective as of the
Effective Date.


 


“Escrow
Agent” means U.S. Bank National Association or such other bank as determined by the Management Committee for establishment
and maintenance of the Project Accounts.


 


“Excluded
Matter” means Percentage Calculation Disputes as provided in Section 18.1.


 


“Fair
Market Value” means the value that would be obtained for the Ownership Percentage of an Owner in an arms-length transaction
between an informed and willing buyer and an informed and willing seller, taking into account the then applicable facts and circumstances.


 


“FERC”
means the Federal Energy Regulatory Commission, a regulatory Governmental Body of the United States, or any successor thereto.


 


“FERC
Standards of Conduct” has the meaning given in Section 17.4.


 


“Final
Budget” has the meaning given in Section 6.2.1.







 


“Final
Completion” with respect to the Project means the determination by the Management Committee that “Final Completion”
thereof has been achieved in accordance with Section 11.4 of the Construction Management Agreement.


 


“Final
Completion Date” means the date determined in accordance with Section 11.4 of the Construction Management
Agreement as the date on which Final Completion of the Project occurs.


 


“Final
Offered Terms” has the meaning given in Section 10.4.1.4.


 






    	 	- 9 -	Confidential



    	 



    

 


“Final
Order” means an Order as to which:  (i) no request for stay is pending before the issuing Governmental Body,
no such stay is in effect, and, if any deadline for filing any such request is designated by Applicable Law, such deadline has
passed; (ii) no petition for rehearing or reconsideration of such action is pending before the issuing Governmental Body, and
if any deadline for filing any such petition is designated by Applicable Law, such deadline has passed; (iii) the issuing Governmental
Body does not have the action under reconsideration on its own motion; and (iv) no appeal to a court, or request for stay by a
court, of the issuing Governmental Body’s action is pending or in effect, and, if any deadline for filing any such appeal
or request is designated by Applicable Law, such deadline has passed.


 


“Financing”
means: (i) Debt on terms acceptable to an Owner, the proceeds of which are intended to be used, in whole or in part, to finance
the costs of construction of the Project (including Capital Improvements that become part of the Project), (ii) Debt as to which
the Liens (including Permitted Owner Liens) of one or more Financing Parties have previously been perfected and which Liens will
attach to or encumber that Owner’s Ownership Percentage, (iii) Debt heretofore or hereafter secured under a mortgage, deed
of trust or security agreement or instrument which grants a Lien on substantially all of the tangible property of either Owner,
or (iv) any refinancing, renewal, or continuation, in whole or in part, of any of the foregoing.


 


“Financing
Instrument” means a mortgage, deed of trust or security agreement or instrument, and any amendment or supplement thereto
entered into at any time, pursuant to which a Lien of one or more Financing Parties has been granted prior to, at or after the
Effective Date, and will attach to, cover and encumber an Owner’s Ownership Percentage or any other interest of such Owner
in the Project to secure Debt of such Owner.


 


“Financing
Parties” means any and all lenders, bondholders, underwriters and financing institutions, including credit enhancers
and institutional investors, providing or facilitating a Financing and any trustee(s) or agent(s) acting on any of their behalf,
and any successors, assigns or other transferees of any of the foregoing.


 


“Fiscal
Year” means the period of January 1 through December 31, unless otherwise determined by the Management Committee.


 


“Force
Majeure” means the occurrence of an event or series of events that is beyond the reasonable control of the Person affected
that hinders the performance under contract of such Person and does not result from the fault, negligence, intentional misconduct
or willful misconduct of the affected Person or such Person’s failure to comply with Applicable Law or Good Utility Practice;
and such event or series of events could not have been avoided by the affected Person through the exercise of reasonable diligence,
including the expenditure of reasonable monies and/or taking reasonable precautionary measures, including (to the extent that
such events satisfy the foregoing criteria), the following:


 


	  	(i)	acts of God or the public enemy;
	 	 	 


	  	(ii)	expropriation or confiscation of the Project,
    or the Discretely Owned Substation Assets;
	 	 	 


	  	(iii)	war, terrorism, rebellion, sabotage, civil
    unrest or riot;


 






    	 	- 10 -	Confidential



    	 



    




 


	  	(iv)	fires, explosions, hurricanes, floods,
    tornadoes, microbursts, other abnormally severe weather events or other natural catastrophes;
	 	 	 


	  	(v)	actions or inaction of a Governmental
    Body affecting performance required in connection with the Construction Work. the Discretely Owned Substation Assets or the
    obligations of the Parties under this Agreement;
	 	 	 


	  	(vi)	a Change in Law;
	 	 	 


	  	(vii)	as to the Construction Manager, delays
    in the delivery of Owner Procured Materials;
	 	 	 


	  	(viii)	conditions at, on or affecting the Project
    Real Property that could not have been reasonably anticipated, including the existence of Hazardous Substances or archeological
    materials;
	 	 	 


	  	(ix)	operating conditions on the Transmission
    Grid that restrict outages, testing, commissioning or access; and
	 	 	 


	  	(x)	strikes and other labor disturbances.


 


Under
no circumstance will an event of Force Majeure excuse a Person’s obligations to make payments when due under this Agreement,
unless such Force Majeure event results in a failure of the Federal Reserve wire system or other failure of the banking system
that deprives a Person of access to otherwise available funds.


 


“Formula”
shall mean, in the case of an Owner, the total CM Costs paid by the Owner divided by the total CM Costs paid by both Owners.


 


“Freeze”
has the meaning given in Section 14.2.5.


 


“Good
Utility Practice” means any of the practices, methods or acts engaged in or approved by a significant portion of the
electric utility industry in the region during the relevant time period, or any of the practices, methods and acts which, in the
exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish
the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition in a manner
that: (i) is consistent with Applicable Law; (ii) makes due consideration for reliability, safety and protection of the Project
and the Transmission Grid; and (iii) is consistent with manufacturer’s recommendations and warranties.  Good Utility
Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be
a range of acceptable practices, methods or acts generally accepted in the region.


 


“Governmental
Approval(s)” means all waivers, franchises, variances, permits, authorizations, certificates, licenses and Orders of
or from any Governmental Body having jurisdiction over either Owner, the Construction Manager, CM Subcontractors, Contractor,
Subcontractor, Maintenance Provider, Control Center Authority, the Services, the Maintenance Services, the Control Center Services,
the Construction Work or any portion of the Project, or the Discretely Owned Substation Assets, as may be in effect from time
to time.


 






    	 	- 11 -	Confidential



    	 



    

  


“Governmental
Body” means any: (i) nation, state, county, city, town, village, district or other jurisdiction of any nature; (ii)
federal, state, local, municipal, tribal, foreign or other government; or (iii) governmental or quasi-governmental authority of
any nature (including any governmental agency, branch, board, commission, department, instrumentality, office or other entity,
and any court), in any such case exercising, or entitled to exercise, administrative, executive, judicial, legislative, police,
regulatory or taxing authority or power of any nature over this Agreement, any part of the Project, the performance of the Services,
the Construction Work, the Project Real Property, the Construction Manager or either of the Owners. For purposes of this definition,
a Person that establishes Applicable Energy Regulations will be deemed to be a Governmental Body; provided, however,
an Owner will never be deemed to be a Governmental Body except when an Owner is a Transmission Provider establishing Applicable
Energy Regulations in its capacity as a Person entitled to exercise functional control over a portion of the Transmission Grid
in accordance with Applicable Law established by other Governmental Bodies that have jurisdiction over such Owner.


 


“Hazardous
Substances” means petroleum hydrocarbons, including crude oil or any fraction thereof, asbestos, radon, polychlorinated
biphenyls (PCBs), methane and all other substances which now are or in the future may be defined by Applicable Law as “hazardous
substances,” “hazardous wastes,” “extremely hazardous wastes,” “toxic substances,” “infectious
wastes,” “biohazardous wastes,” “medical wastes,” “radioactive wastes” or which are
otherwise listed, defined or regulated in any manner pursuant to any Applicable Law that pertains to the protection of human health
and safety or the environment.


 


“Incremental
Cost Offering CP Percentage” has the meaning given in Section 13.4.3(ii).


 


“Indemnified
Persons” has the meaning given in Section 16.1.1.


 


“Indemnifying
Owner” has the meaning given in Section 16.1.1.


 


“Individually
Enforceable Obligations” has the meaning given in Section 15.1.3.2.


 


“Inflation
Factor” means the percentage obtained by determining the change in the unadjusted, non-seasonal Consumer Price Index/All
Urban Consumers (1982-84=100), published in the National Income and Product Account by the U. S. Department of Commerce, Bureau
of Labor Statistics during the period in question. To the extent available on a timely basis the percentage change will be calculated
using the final adjusted value for the applicable date of determination.  If such final adjusted value is unavailable
on a timely basis, then the preliminary value for the date of determination will be used and subsequently adjusted when the final
adjusted value for such date is published.  If such final adjusted value is subsequently determined to be incorrect,
then it will be adjusted when the corrected final adjusted value for such date is published.


 


“In-Service
Date” means the date on which the Project is placed in service and the Maintenance Provider and the Control
Center Authority begin performance of the Maintenance Services and Control Center Services, respectively.


 






    	 	- 12 -	Confidential



    	 



    

 


“Insurance
Plan” means the plan for the Project insurance set forth in Exhibit F, as it may be changed by the Management
Committee from time to time.


 


“Insurance
Proceeds” has the meaning given in Section 8.3.


 


“Interconnection
Agreement” means an agreement providing for the terms and conditions pursuant to which the Project, or any portion thereof,
is interconnected with the Transmission Grid.


 


“Interconnection
Coordinator” has the meaning given in Section 4.4.1(ii).


 


“Late
Payment Rate” means the lesser of (i) the Prime Rate plus two percent (2%) per annum or (ii) the highest per annum interest
rate allowed by Applicable Law.


 


“Lien
Waiver” means a waiver of Liens in substantially the form approved by the Management Committee from time to time.


 


“Lien”
means any lien (including a mechanic’s lien, a materialmen’s lien and a supplier’s lien), security interest,
option, easement, restriction on transferability, defect of title or other claim, demand, charge or encumbrance of any nature
whatsoever, including any restriction on the use, voting, Transfer, receipt of income or other exercise of any attributes of ownership.


 


“Main
Escrow Account” means an account established by the Owners pursuant to the Escrow Agreement for the purpose of receiving
funds for the payment or reimbursement of Project Costs.


 


“Maintenance
Activity(s)” means a maintenance activity that is specified in Appendix A to the Operation and Maintenance
Agreement.


 


“Maintenance
Costs” means the costs incurred by a Maintenance Provider in the performance of the Maintenance Services


 


“Maintenance
Provider” means, with respect to the Project, the Person designated as the “Maintenance Provider” for the
Project in the Operation and Maintenance Agreement.  Reference to a Maintenance Provider excludes any reference
to a Maintenance Provider in any other capacity.


 


“Maintenance
Services” means the services set forth in Article 3 of the Operation and Maintenance Agreement and the
other provisions thereof as applicable to a Maintenance Provider with respect to the Applicable Maintenance Activities set forth
in Appendix A of the Operation and Maintenance Agreement.


 


“Management
Committee Powers” has the meaning given in Section 3.2.2.2.


 


“Management
Committee” means the Management Committee established pursuant to this Agreement.


 






    	 	- 13 -	Confidential



    	 



    

 


“Materials”
means any products, supplies or materials that are to be incorporated into the Project, whether or not substantially shaped, cut,
worked, mixed, finished, refined or otherwise fabricated or processed.  The term “Materials” is intended
to include any item that is to be incorporated into the Project that is not an item of Equipment or a Consumable.


 


“Maximum
CM Cost Amount” means Three Hundred and Sixty Million Dollars ($360,000,000).


 


“Maximum
Cost Offering Amount” has the meaning given in Section 13.4.1.


 


“MDU”
has the meaning given in the first paragraph of this Agreement.


 


“Minimum
Rating” has the meaning given in the definition of Creditworthy.


 


“Modifications”
means any capital additions or modifications to the Project that are undertaken after the In-Service Date, including (i) Capital
Improvements, (ii) Upgrades, and (iii) Non-Project Modifications.


 


“Month”
means a calendar month.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“NERC”
means the North American Electric Reliability Corporation, a reliability organization responsible for the oversight of the regional
reliability councils established to ensure the reliability and stability of the bulk electric supply system in North America including
the Transmission Grid.


 


“NERC
Compliance Policy” means the NERC Requirements as set forth in Exhibit G.


 


“New
Maximum CM Cost Amount” has the meaning given in Section 13.4.3(i).


  


“Non-Defaulting
CPP Owner” has the meaning given in Section 14.2.3.


 


“Non-Defaulting
Owner” means an Owner that is not in Default, including a Non-Defaulting CPP Owner.


 


“Non-Exclusive
Defaults” has the meaning given in Section 15.5.1.


 


“Non-Performing
Owner” has the meaning given in Section 15.1.3.1(i).


 


“Non-Prevailing
Party” means (i) the objecting Owner if the Arbitrator’s determination confirms the Percentage Calculation, or
(ii) the non-objecting Owner if the Arbitrator’s determination confirms the Percentages set forth in the applicable Notice.


 


“Non-Pro
Rata Upgrade” has the meaning given in Section 4.4.1(ix)(ii).


 


“Non-Project
Modification” means a Modification that is not approved by the Management Committee for inclusion in a Final Budget
and that is  undertaken by one but not both of the Owners as permitted by this Agreement.  A Non-Project Modification
will not constitute


 






    	 	- 14 -	Confidential



    	 



    

 


part
of the Project and is not governed by the Project Agreements, except as provided in Section 4.4.


 


“Notice”
means a Recalculation Notice or an Objection Notice under Section 3.1.3.3.1.


 


“Objecting
Owner(s)” has the meaning given in Sections 3.1.3.3.1.


 


“Objection
Notice” has the meaning given in Section 3.1.3.3.1.


 


“Offered
Percentage” has the meaning given in Section 10.4.


 


“Offered
Terms” has the meaning given in Section 10.4.


 


“Offering
Owner” has the meaning given in Section 10.4.


 


“Operating
Expenses” means all expenses of operating and maintaining the Project, without duplication, including all amounts payable
under the Project Agreements (other than the Construction Management Agreement); expenses of obtaining and maintaining Governmental
Approvals; expenses of performance of obligations under the Project Agreements (other than the Construction Management Agreement);
Maintenance Costs and Control Center Costs, as defined in the Operations and Maintenance Agreement; expenses associated
with Project Real Property and other assets of the Project; insurance premiums, deductibles, and self-insured retentions as provided
in Appendix F to the Operation and Maintenance Agreement; Taxes; utilities; licenses; impositions; general, administrative,
and management expenses; consulting and professional fees; and all other fees, costs and expenses, in each case necessary for
the operation and maintenance of the Project and the conduct of the business of the Owners as tenants-in-common. The following
do not constitute Operating Expenses: (i) expenses of any Financing sought or obtained by an Owner; (ii) amounts paid by either
Owner to a Transmission Grid operator or a regional transmission organization; (iii) expenses of either Owner that are not related
to the Project; (iv) expenses of either Owner that are related to the Project but are not due and owing to such Owner pursuant
to a written contract among the Owner in its capacity as a provider of goods or services to the other Owner and such Owner in
its capacity as an Owner; (v) expenses of either Owner that are related to the Project but have not been approved by the Management
Committee or approved pursuant to a dispute resolution process; (vi) expenses for which an individual Owner, the Construction
Manager, a Maintenance Provider or a Control Center Authority is solely responsible under a Project Agreement (other than in respect
of its Ownership Percentage); (vii) CM Costs; or (viii) expenses incurred by a Party in connection with improvements to a Discretely
Owned Substation Asset as required by Section 3.1.6.


 


“Operating
Standard” means the requirements, as applicable, for the operation and management of the Project, in all material respects,
in accordance with:


 


	  	(i)	(a) requirements of Governmental Approvals
    and Applicable Law; (b) Good Utility Practice; (c) additional requirements adopted by the Management Committee; and (d) the
    requirements of applicable insurance policies then in effect; and
	 	 	 


	  	(ii)	the warranties, operating manuals and
    procedures for the Project and applicable portions thereof.


 






    	 	- 15 -	Confidential



    	 



    

 


“OP
Default OPCs” has the meaning given in Section 15.2.1.3.


 


“Operating
Year” means the twelve (12) Month calendar year; provided, however, the first Operating
Year will begin on the In-Service Date of the Project and end on December 31 of that year.


 


“Operation
and Maintenance Agreement” means that certain Operation and Maintenance Agreement, by and between the Owners and the
Maintenance Provider and Control Center Authority, effective as of the Effective Date.


 


“Operations
Payment Default” means the failure of an Owner to pay, when due, any Operating Expenses or Capital Expenses required
to be paid by it under this Agreement, if payment is not received within fifteen (15) days after the date such payment was due.


 


“Order”
means any judgment, award, decision, directive, consent decree, injunction (whether temporary, preliminary or permanent), ruling,
writ or order adopted, enacted, implemented, promulgated, issued, entered or deemed applicable by or under the authority of any
Governmental Body or Arbitrator (but as to an Arbitrator, with respect to injunctive and other equitable relief, only to the extent
permitted by this Agreement) that is binding on any Person or its Property under Applicable Law.


 


“Original
Base MVA” means the Base MVA as originally determined pursuant to Paragraph 1(a)(i) of Exhibit P (Methodology
For Recalculating Interests For Upgrades) promptly after the Substantial Completion Date, without regard to any adjustments of
such Base MVA as so originally determined.


 


“Original
Maximum CM Cost Amount” means the Maximum CM Cost Amount immediately preceding the applicable Proposed Increase in the
Maximum CM Cost Amount.


 


“OTP”
has the meaning given in the first paragraph of this Agreement.


 


“Owner”
means each Person set forth in the preamble that is a party to this Agreement; provided, however,
the term “Owner”: (i) excludes any Person whose Ownership Percentage becomes zero in accordance with the terms of
this Agreement from and after the effective date when its Ownership Percentage became zero; provided, further,
that any such Person whose Ownership Percentage becomes zero is not released from its obligations under (a) this Agreement or
the Project Transmission Capacity Exchange Agreement to the extent the same arose, accrued or first became performable prior to
the effective date when its Ownership Percentage became zero; and (ii) includes a Person that later executes a Transfer Agreement
as transferee in accordance with the provisions of this Agreement from and after the effective date set forth in such Transfer
Agreement.  Reference to an “Owner” means an owner of an Ownership Percentage under this Agreement and excludes
reference to any other capacity of such Person, including serving as a Construction Manager, Contractor, Subcontractor, Maintenance
Provider or Control Center Authority.


 


“Owner
Claiming Contribution” has the meaning given in Section 16.2.3.2.


 






    	 	- 16 -	Confidential



    	 



    

 


“Owner
Procured Materials” means the items of Equipment and Materials proposed in the procurement plan other than such items
that the Management Committee, after consultation with the Construction Manager, directs the Construction Manager not to procure.


 


“Owner
Representative” has the meaning given in Section 3.2.3.1.


 


“Owner
Subject To Contribution” has the meaning given in Section 16.2.3.2.


 


“Ownership
Percentage(s)” has the meaning given in Section 3.1.3.1.1.


 


“Party”
or “Parties” has the meaning set forth in the preamble.


 


“Percentage
Calculation Dispute” has the meaning given in Section 18.1.


 


“Percentage
Calculation” has the meaning given in Section 3.1.3.3.1.


 


“Percentages”
means the Ownership Percentages.


 


“Performing
Owner” has the meaning given in Section 15.1.3.1.


 


“Permitted
Owner Lien” means a Lien against the Ownership Percentage of either Owner that such Owner grants, or has granted, to
a Financing Party.


 


“Permitted
Purpose” has the meaning given in Section 17.1.


 


“Permitted
Transfer” has the meaning given in Section 10.2.


 


“Person”
means any individual, corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated
organization, joint venture, Governmental Body or other entity with legal constitution under Applicable Law.


 


“Personal
Taxes” has the meaning given in Section 7.1.1.


 


“Prime
Rate” means the per annum (365 or 366 days, as appropriate) prime rate as published on the last banking day of the applicable
Month in the “Money Rates” table of The Wall Street Journal; provided, however,
if more than one such prime rate is published, the mean will be used for purposes of this Agreement, until the Management Committee
specifies a different reference publication or equivalent bank rate.


 


“Pro
Rata Upgrade” has the meaning given in Section 4.4.1(ix)(i).


 


“Proceeding”
means any suit, litigation, arbitration, hearing, audit, investigation or other action (whether civil, criminal, administrative
or investigative) commenced, brought, conducted, heard by or before, or otherwise involving, any Governmental Body or Arbitrator.


 


“Procured
Materials” means Owner Procured Materials and Contractor Procured Materials, in the aggregate.


 






    	 	- 17 -	Confidential



    	 



    

 


“Project”
means, (i) as more particularly identified in Appendix A to the Construction Management Agreement, a 345 kV transmission
line from the Ellendale 345 kV Substation to the Big Stone South Substation and consisting of all the equipment and materials,
installations and facilities, including associated site improvements, appurtenances and structures procured, installed or constructed
between the deadend towers within the Ellendale 345 kV Substation and the Big Stone South Substation; (ii) Capital Improvements,
including those required by interconnection requests; (iii) Upgrades; (iv) Project Real Property and all Property interests that
arise in connection with the Project Real Property ; and (v) all other Property related to or associated with the Project Real
Property in which the Owners have joint right, title or interest, including the Governmental Approvals, the Project Agreements,
the Procured Materials, the Construction Agreements and the Real Property Agreements.  The Project does not, however,
include Discretely Owned Substation Assets or Non-Project Modifications.


 


“Project
Account” means the Main Escrow Account and any sub-accounts thereof established by or at the direction of the Management
Committee under the Escrow Agreement.


 


“Project
Agreements” means this Agreement, the Construction Management Agreement, the Project Transmission Capacity Exchange
Agreement, the Operation and Maintenance Agreement, the Transmission Easement Agreements and any other contract or agreement designated
as a “Project Agreement” by the Management Committee, which in no event may include (i) the Construction Agreements,
(ii) Real Property Agreements, or (iii) any contract or agreement that relates to the Discretely Owned Substation Assets or Non-Project
Modifications, except in the case of agreements between the Owners with respect to such assets.


 


“Project
Budget” means the Project Budget forecasting the cost to complete the Project as provided in Section 5.1.1 of
the Construction Management Agreement.


 


“Project
Capacity” means the then current maximum power that can be transmitted over the Project, without consideration of constraints
imposed by the balance of the Transmission Grid or the Discretely Owned Substation Assets.


 


“Project
Change Request” means a submittal by the Construction Manager to the Management Committee, as provided in Section
5.3.2 of the Construction Management Agreement.


 


“Project
Costs” means the CM Costs, Operating Expenses, Capital Expenses, Construction Work costs and any other amounts related
to the Project incurred at the direction of the Management Committee; provided, however, (i) costs
incurred in connection with Discretely Owned Substation Assets do not constitute Project Costs and (ii) costs incurred by an Owner,
Construction Manager, Maintenance Provider or Control Center Authority in negotiation of the commercial terms of: (A) the Project
Agreements; (B) the Construction Agreements; or (C) any contract regarding the operation or maintenance of the Project does not
constitute a Project Cost unless the counterparty is a Third Party.


 


“Project
Design Book” means the compilation, in electronic format, of documents, drawings, GPS coordinates, route maps, access
routes and associated contact information, and information that reflects the final specifications and design of the Project, including
“as built”


 






    	 	- 18 -	Confidential



    	 



    

 


design,
engineering and construction documents, required to be delivered by any Contractor in accordance with the provisions of the applicable
Construction Agreement.




 


“Project
Development Agreement” means that certain Project Development Agreement between the Parties, dated effective as of June
27, 2012, establishing the terms and conditions pursuant to which Development Work was undertaken prior to the Effective Date.


 


“Project
Plan” has the meaning given in Section 3.2.2.2(xiv), a copy of which as of the Effective Date is attached
as Appendix A to the Construction Management Agreement, which may be revised from time to time pursuant to Section
4.1.2 of the Construction Management Agreement.


 


“Project
Real Property” means the fee interests, licenses, rights-of-way, easements, access and egress rights and other real
property interests on which the Project is to be located, including any licenses, rights-of-way, easements and other real property
interests necessary for access to and egress from the Project.


 


“Project
Transmission Capacity Exchange Agreement” means that certain Project Transmission Capacity Exchange Agreement by and
between the Owners, effective as of the Effective Date.


 


“Property”
means any kind of property or asset, whether real, personal, mixed, tangible or intangible.


 


“Proposed
Budget” means a five-year budget describing Capital Expenses and other Operating Expenses that the Maintenance Provider
recommends.


 


“Proposed
Increase in the Maximum CM Cost Amount” means a Project Change Request provided by the Construction Manager to the Management
Committee that estimates an amount of an increase in the Maximum CM Cost Amount, which, based on estimates and information then
known to the Construction Manager, reasonably would be necessary to achieve Final Completion.


 


“Real
Property Agreements” means contracts, agreements, instruments or arrangements providing for the acquisition of Project
Real Property.


 


“Real
Property Management Services” means the services furnished by the Construction Manager to the Owners to acquire the
Project Real Property.


 


“Rebuild
Election Notice” has the meaning given in Section 8.4.1.1.


 


“Rebuilding
Owner” has the meaning given in Section 8.4.1.1.


 


“Recalculation
Notice” has the meaning given in Section 3.1.3.3.1.


 


“Representatives”
has the meaning given in Section 17.1.


 






    	 	- 19 -	Confidential



    	 



    

 


“Responsible
Entities” means the Maintenance Provider and the Control Center Authority with assigned responsibility for maintenance
or operation of the Project as set forth in the Operation and Maintenance Agreement.


 


“ROFN
Closing” has the meaning given in Section 10.4.1.7.


 


“ROFN
Election Notice” has the meaning given in Section 10.4.1.5.


 


“ROFN
Offeree Owner” has the meaning given in Section 10.4.


 


“ROFN
Option Period” has the meaning given in Section 10.4.1.


 


“ROFN
Trigger Notice” has the meaning given in Section 10.4.


 


“ROFN”
has the meaning given in Section 10.4.


 


“S&P”
means Standard & Poor’s Ratings Group, a division of McGraw-Hill Inc.


 


“Sales
Taxes” has the meaning given in Section 7.1.2.


 


“Scope
of Work” has the meaning given in Section 3.2.2.2(xiv).


 


“Senior
Executive(s)” means an officer of an Owner who is authorized to settle the applicable dispute and who is not an Authorized
Owner Representative.


 


“Services”
means the Maintenance Services, the Construction Management Services, the Real Property Management Services and the Control Center
Services.


 


“Shared
Liability Claim” has the meaning given in Section 16.2.1.


 


“Shared
Liability” has the meaning given in Section 16.2.1.


 


“Subcontract”
means each contract, agreement or arrangement between any Contractor or Subcontractor, on the one hand, and any Subcontractor,
on the other hand, establishing the terms of performance of any part of the Construction Work.


 


“Subcontractor”
means each and every supplier, subcontractor, vendor, consultant or contractor of any tier performing any part of the Construction
Work including providing any studies, reports, plans, evaluations or Procured Materials, in connection with the Construction Work,
directly or indirectly for or to any Contractor.  Reference to an Owner as a “Subcontractor” excludes any
reference to such Owner in any other capacity.


 


“Substantial
Completion” means the achievement of the following conditions as to the Project:  (i) completion of Construction
Work to the extent required for the safe, reliable and continuous operation of the Project consistent with Good Utility Practice
and Applicable Law; (ii) completion of Commissioning of the Project; (iii) vendor and construction documentation (including start-up
procedures and copies of applicable portions of the Project Design Book) and any special tools necessary to support continuous,
safe and reliable operation of the Project have been delivered to the Maintenance Provider; (iv) the Project has been energized
and placed in


 






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service
(unless otherwise specified by the Management Committee); and (v) unless waived by the Construction Manager as to any Lien or
indemnity agreement (such waiver only to be effective as to establishing the existence of Substantial Completion and for no other
purpose), the Construction Manager has received from each Contractor under a Construction Agreement and Subcontractor under a
Subcontract, in each case, with a contract value equal to or greater than One Hundred Thousand Dollars ($100,000), duly executed
Lien Waivers.


 


“Substantial
Completion Date” means the date that Substantial Completion has occurred.


 


“Substation
Work” means all activities that are necessary, desirable or incidental to complete the obligations of each Owner to
construct its respective Discretely Owned Substation Assets.


 


“Taxes”
has the meaning given in Section 7.1.1.


 


“Third
Party Claim Damages” has the meaning given in Section 16.1.1.


 


“Third
Party Claim” has the meaning given in Section 16.1.1.


 


“Third
Party” means any Person that is neither a party nor an Affiliate of a party to this Agreement.


 


“Transfer
Agreement” has the meaning given in Section 10.3.1.3.


 


“Transfer
Effective Date” has the meaning given in Section 12.2.9.


 


“Transfer”
has the meaning given in Section 10.1.


 


“Transmission
Easement Agreements” means those certain transmission easement agreements as set forth in the Form Transmission Easement
Agreement and Memorandum of the Project Ownership Agreement and as shown in Exhibit J, dated as of the Effective
Date, by and between a Discretely Owned Substation Owner and the other Owner.


 


“Transmission
Grid” means the electric transmission system to which the Project will be directly interconnected and of which it will
become a part.


 


“Transmission
Information” has the meaning given in Section 17.4.


 


“Transmission
Provider” means any Person, including an Owner, who exercises functional control over the operation of a portion of
the Transmission Grid as necessary to effectuate transmission transactions that it administers and provides transmission service
under a tariff, rate schedule or other agreement.


 


“Uncurable
Construction Period Payment Default” has the meaning given in Section 14.2.4.


 






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“Uniform
System of Accounts” means the FERC’s “Uniform System of Accounts Prescribed for Public Utilities and Licensees
(Class A and Class B),” in effect as of the Effective Date, as such Uniform System of Accounts may be modified from time
to time.


 


“Upgrade”
means a Modification undertaken after the In-Service Date that increases the Project Capacity, whether such Upgrade is a Pro-Rata
Upgrade or a Non-Pro Rata Upgrade.


 


“Wind-up
Plan” has the meaning given in Section 19.3.1.


 


	1.2	Certain Conflicts Between Project
    Agreements. As between the Owners:  (i) in the event of any conflict between this Agreement and
    the Construction Management Agreement with respect to the authority, rights and obligations of the Construction Manager, the
    Construction Management Agreement will control; and (ii) in the event of any conflict between this Agreement and the Operation
    and Maintenance Agreement with respect to the authority, rights and obligations of the Maintenance Provider or Control Center
    Authority, the Operation and Maintenance Agreement will control.
	 	 


	1.3	Schedules and Exhibits.  This
    Agreement consists of this document itself and the Schedules and Exhibits that are specifically made a part hereof and incorporated
    herein by reference.





 


ARTICLE
2 


TERM


 


	2.1	Term.   The term
                                    of this Agreement will commence at the Effective Date and will continue until this Agreement
                                    has been terminated pursuant to Section 19.1.2.



  


ARTICLE
3





PROJECT
OWNERSHIP, INTERESTS AND GOVERNANCE


 


	3.1	Nature of Ownership and Ownership
    Percentages.





 


	  	3.1.1	Nature of Ownership Interest.





 


	  	3.1.1.1	Project  Held as Tenancy-in-Common.  The
    Project will be owned by the Owners as tenants-in-common in undivided ownership interests.  Such ownership interests
    will be (i) in accordance with the Ownership Percentages described in Section 3.1.3.1.1, as adjusted pursuant
    to this Agreement.
	 	 	 


	  	3.1.1.2	Discretely Owned Substation Assets.  The
    Discretely Owned Substation Assets are owned individually by the Owners as follows:  the Big Stone South Substation
    is owned by OTP and the Ellendale 345 kV Substation owned by MDU.  The Discretely Owned Substation Assets are not
    part of the Project and the costs associated with the same are not used to determine the Ownership Percentages.
	 	 	 






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	  	3.1.1.3	Transmission Revenues.  Transmission-related
    revenues arising from an Owner’s Ownership Percentage in the Project and its ownership of the Discretely Owned Substation
    Assets are the individual Property of the Owner.
	 	 	 


	  	3.1.2	Property Interests Created Prior
    to the Effective Date.  The Owners acknowledge and agree that all Property interests created
    under the Project Development Agreement (the “Development Period Assets”), including (i) those Property
    interests set forth on Exhibit A and (ii) the contracts entered into prior to the Effective Date under the Project
    Development Agreement that remain, in whole or in part, executory as of the Effective Date, each of which is set forth in
    Exhibit A (the “Development Period Contracts”), have been or are hereby
    transferred to and are to be utilized by, in and as part of the Project, in the name of the Owners, free and clear of any
    and all Liens other than Permitted Owner Liens.


	  	


	  	3.1.3	Ownership Percentage.





 


	  	3.1.3.1	Exhibit B.
	 	 	 


	  	3.1.3.1.1	Ownership Percentage.  Exhibit
    B sets forth the Ownership Percentage of each Owner (the “Ownership Percentage(s)”)
    as of the Effective Date.  The Ownership Percentages of the Owners may be increased or decreased after the Final
    Completion Date, and Exhibit B revised, for (i) Non-Pro Rata Upgrades in accordance with the formula set forth in Exhibit
    P, or (ii) termination of the Project and completion of the Wind-up Plan, and from time to time after the Effective
    Date as a result of the occurrences set forth in Articles 10 (Transfers) or 13 (Maximum CM
    Costs) or 14 (Defaults Related to Construction Activities) or 19 (Termination) in accordance with
    the Formula. Any change in the Ownership Percentage(s) shall become effective on the later of (A) the date on which the revised
    Schedule 2 to the Project Transmission Capacity Exchange Agreement is accepted for filing by the FERC, or (B) the date specified
    by the Owners as the effective date of the change.
	 	 	 


	  	3.1.3.2	[RESERVED].
	 	 	 


	  	3.1.3.3	Calculation Upon Project Termination
    or Upon a Recalculation Notice.
	 	 	 


	  	3.1.3.3.1	Recalculation of Percentages.  (i)
    As soon as practicable after termination of the Project and completion of the Wind-up Plan, or (ii) within sixty (60) days
    after receipt by an Owner of a revised Exhibit B as a result of the occurrences set forth in Section 4.4.1(ix)
    (Non-Pro Rata Upgrade), or Articles 10 (Transfers), 13 (Maximum CM
    Costs), 14 (Defaults Related to Construction Activities) or 19 (Termination),
    an Owner



 






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	 	 	provides notice to the Management Committee
    and the other Owner that the Owner Percentages as shown on the most recent Exhibit B is incorrect (which
    notice must include such Owner’s “Percentage Calculation,” which is defined below), (each under clauses
    (i) and (ii) a “Recalculation Notice”), the Management Committee and a Senior Executive of the Owner that
    sent a Recalculation Notice will meet in good faith during the twenty (20) day period following the Management Committee’s
    receipt of the Recalculation Notice to determine whether the Ownership Percentages set forth on the most recent Exhibit
    B are correct.  If, at the end of such period, the Management Committee and such Senior Executive do not
    agree on whether the Ownership Percentages set forth on the most recent Exhibit B are correct, then the Owner
    objecting to the calculation of the Owner Percentages (such Owner for purposes of this Section 3.1.3.3 and Article
    18, an “Objecting Owner”) shall deliver a notice to the Management Committee and the other Owner
    specifying its objections thereto in reasonable detail (an “Objection Notice”).
	 	 	 


	  	3.1.3.3.2	Dispute Resolution Concerning Percentage
    Calculation.  If, following termination of the Project and completion of the Wind-up Plan, or as a result of
    the occurrences set forth in Section 4.4.1(ix) (Non-Pro Rata Upgrade), or Articles 10 (Transfers),
    13 (Maximum CM Costs), 14 (Defaults Related to Construction Activities) or 19 (Termination),
    a dispute exists as to the Ownership Percentage to be set forth in a revised Exhibit B, the Owners will resolve
    the dispute in accordance with Article 18 (Dispute Resolution for Excluded Matters).
	 	 	 


	  	3.1.3.3.3	No Effect on Prior Decisions.  If
    any Ownership Percentages are changed pursuant to Section 3.1.3 or Article 18, actions
    requiring a vote of and actions by the Management Committee that were taken based on the vote levels established by such Ownership
    Percentages reflected in Exhibit B prior to any such change will remain in full force and effect and will not
    be subject to challenge as a result of any such change; provided, however, the foregoing will
    not apply to Management Committee actions that apply to and affect the proper allocation of CM Costs or Distributable Cash
    or pro rata allocations related thereto, between the Owners, and any such change(s) to Exhibit B will be retroactively
    effective and adjusted.


	  	3.1.4	[RESERVED].
	 	 	 



	  	3.1.5	Waiver of Right to Partition.  The
    Owners recognize that the physical partition of the Project or any part thereof would be impractical and inconsistent with
    the 


 






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	  	purposes for which this Agreement is
    made.  Each of the Owners agrees that it will not take any action at any time by a Proceeding or otherwise exercise
    any right available under Applicable Law to partition the Project or any part thereof in any way, whether by partition in
    kind or by sale and division of the proceeds thereof.  Each of the Owners further irrevocably waives the right of
    partition and the benefit of all Applicable Law (including statutory and common law) that may now or hereafter authorize such
    partition of the Project or any part thereof.  If any such right of partition accrues, after the Effective Date,
    each Owner will from time to time upon the written request of the other Owner execute and deliver such further instruments
    as may be necessary to confirm the foregoing waiver and release of its right to partition. By way of clarification, the Owners
    acknowledge and agree that the waiver of the right to partition the Project contained in this Section 3.1.5
    only applies to the Project.  The provisions of this Section 3.1.5 will be binding upon and inure
    to the benefit of the Owners, their respective successors and assigns, including Financing Parties and their respective successors
    and assigns, and will run with the Project.  Each Owner agrees to insert a similar covenant in any contract with
    any Person (other than another Owner) that acquires all or any portion of its Ownership Percentage, which covenant will be
    enforceable by either Owner or by the Management Committee.  This waivers specified in this Section 3.1.5
    will be summarized in the Transmission Easement Agreement(s) in substantially the form attached hereto as Exhibit
    J, which will be recorded in all relevant jurisdictions.
	 	 


	  	3.1.6	Discretely Owned Substation Assets.


	  	 


	  	3.1.6.1	Creation of Transmission Easement
    and Survival of Rights.  Each Discretely Owned Substation Owner will grant the other Owner an irrevocable, non-fee
    or royalty bearing (i) non-exclusive limited right to connect its Ownership Percentage of the Project to the Discretely Owned
    Substation Assets and (ii) non-exclusive easement for the transmission of energy and data through the Discretely Owned Substation
    Assets. The non-exclusive rights to connect to and easements granted through the Discretely Owned Substation Assets shall
    be a limited to an initial term of ninety-nine (99) years from the Effective Date.
	 	 	 


	  	3.1.6.2	Discretely Owned Substation Owner
    Obligations.  Each Discretely Owned Substation Owner agrees to construct the Discretely Owned Substation Assets
    prior to Substantial Completion and to pay for the Discretely Owned Substation Costs thereof.
	 	 	 


	3.2	Management Committee.





 


	  	3.2.1	Establishment.  The
    Owners hereby establish the Management Committee which will consist of the representatives appointed by the Owners in accordance
    with Section 3.2.3.1.


	  	


	  	3.2.2	Powers.





 






    	 	- 25 -	Confidential



    	 



    




 


	  	3.2.2.1	No Unilateral Owner Action.  Except
    as provided in Section 3.2.4.1.1, Section 4.3.1.2, and Section 14.2.2, no Owner will have any right to unilaterally exercise
    control or management powers over the Project or any portion thereof or otherwise enter into any legally binding commitment
    of any kind or nature with respect to the Project that is legally binding on any other Owner solely by virtue of being a party
    to this Agreement, in each case other than the Discretely Owned Substation Assets; provided, however,
    this Section 3.2.2.1 will not prevent an Owner from entering into a legally binding commitment of any kind or
    nature with respect to the Project, or a Discretely Owned Substation Asset that binds only such Owner.
	 	 	 


	  	3.2.2.2	Management Committee Powers.  The
    Owners hereby grant the Management Committee all authority, right and power to exercise the Management Committee Powers in
    accordance with the terms of this Agreement.  Subject to Section 3.2.2.3, all decisions in respect
    of constructing, equipping, designing, operating, maintaining and administering the Project will be made by the Owners, acting
    through the Management Committee (the “Management Committee Powers”), including:
	 	 	 


	  	(i)	oversight, management and administration
    (including enforcement and termination) of and compliance with, all Project Agreements, all Construction Agreements, all Real
    Property Agreements and all other contracts that relate to the Project to which the Owners are parties or by which they are
    bound;
	 	 	 


	  	(ii)	exercising all rights and fulfilling
    all duties and responsibilities granted to, and taking all action required of, the Management Committee as set forth in or
    contemplated by any Project Agreement;
	 	 	 


	  	(iii)	compliance with Applicable Law, the
    establishment of Operating Standards and the taking of such other action as the Management Committee deems necessary or that
    may be required under Applicable Law or Operating Standards with respect to the development, construction, acquisition and
    completion of the Project for commercial service; the procurement, replacement, modification or renewal of all or any part
    thereof; the making of Capital Improvements thereto; the operation and maintenance thereof; and the retirement or salvaging
    of all or any part thereof;
	 	 	 


	  	(iv)	applications for the issuance, modification,
    extension or renewal or surrender of, and compliance with, all Governmental Approvals relating to the Project or any portion
    thereof;
	 	 	 






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	  	(v)	except as delegated to the Construction
    Manager or a Maintenance Provider, the adjustment of losses and settlement of any losses covered by insurance obtained under
    the Project Agreements and obtaining and maintaining insurance and performing risk management activities relating to the Project,
    all as set forth in the Insurance Plan;
	 	 	 


	  	(vi)	except as delegated to the Construction
    Manager or a Maintenance Provider, the pursuit, defense and settlement of claims and causes of action of any kind relating
    to the Project;
	 	 	 


	  	(vii)	the establishment of such committees
    and subcommittees as it believes appropriate in accordance with Section 3.2.3.7;
	 	 	 


	  	(viii)	the approval of all Budgets and any
    amendments or modifications thereto;
	 	 	 


	  	(ix)	acting upon any matter relating to
    the Project brought before the Management Committee by an Owner;
	 	 	 


	  	(x)	the establishment of accounting, inventory,
    auditing and other operating procedures as it deems appropriate and which are consistent with the requirements of this Agreement;
	 	 	 


	  	(xi)	the sale, replacement or other disposition
    of Property of the Project (other than pursuant to the Wind-up Plan), except that a Maintenance Provider may sell, replace
    or otherwise dispose of Property in the ordinary course of business in accordance with Good Utility Practice and the applicable
    provisions of the Operating and Maintenance Agreement;
	 	 	 


	  	(xii)	the use of the composite fiber optic
    overhead ground wire that is to be incorporated into the Project for any purpose other than electric utility communications
    by the Owners in connection with the Project;
	 	 	 


	  	(xiii)	subject to compliance with all Governmental
    Approvals, the use of any part of the Project for any purpose other than electric utility purposes by the Owners;
	 	 	 


	  	(xiv)	approval of (i) any significant changes
    to the Substantial Completion Date or Final Completion Date or the definition of the Project, (ii) the schedule for the execution
    of the Construction Work (the “Construction Work Schedule”), and (iii) the scope of work for the Project
    (the “Scope of Work”). The Scope of Work together with the Construction Work Schedule are collectively,
    the “Project Plan”;
	 	 	 






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	  	(xv)	obtaining and monitoring information on the progress of the construction of the Discretely Owned Substation Assets; and
	 	 	 


	  	(xvi)	performing such other duties as set forth in the Project Agreements.




  


		3.2.2.3	Individual
Owner Responsibility; Right to Amend this Agreement; and Individually Enforceable Obligations. Notwithstanding anything to
the contrary contained in this Section 3.2.2 or elsewhere in this Agreement, each Owner acting in its individual
capacity and not the Management Committee or any other Owner, will have the exclusive (i) obligation to obtain, maintain and comply
with all Governmental Approvals required for it to be an Owner or a party to the Project Agreements, (ii) responsibility to comply
with its obligations under the Project Agreements, (iii) right to agree to amend the Project Agreements and (iv) right and responsibility
to enforce the Individually Enforceable Obligations.



 


		3.2.3	Composition,
                                         Attendance, Meetings, Etc.



 


		3.2.3.1	Authorized
                                         Owner Representatives. The Management Committee will be composed of a representative
                                         from each Owner (“Owner Representative”). By way of clarification,
                                         if an Owner Transfers all of its Ownership Percentage, it will no longer be an Owner
                                         and will not be entitled to appoint an Owner Representative or an Alternate. Also by
                                         way of clarification, if an Owner transfers less than all of its Ownership Percentage,
                                         then the transferring Owner and transferee Owner collectively will only be entitled to
                                         appoint an Owner Representative and an Alternate.



 


		3.2.3.1.1	Basis
                                         for Voting. Except as provided in Section 3.2.4.1, each Owner Representative
                                         will be entitled to vote a percentage of the total votes of the Management Committee
                                         that reflects the Ownership Percentage held by the Owner or Owners that designated the
                                         Owner Representative to the Management Committee.



 


		3.2.3.1.2	Alternates.
                                         Each Owner will also designate an alternate for its or their Owner Representative (an
                                         “Alternate” and together with the respective Owner Representative,
                                         the “Authorized Owner Representatives”). Notwithstanding anything
                                         to the contrary in this Agreement, an Alternate may exercise the powers of the Owner
                                         Representative, of an Owner or Affiliated Owners, as the case may be, at a meeting only
                                         if such Owner Representative is not in attendance at the meeting.



 



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		3.2.3.1.3	Removal
                                         and Replacement. Each Owner may remove and replace its or their Authorized Owner
                                         Representative at any time with or without cause and without the approval of the other
                                         Owner upon prior notice to the other Owner.



 


		3.2.3.1.4	Contact
                                         Information. Each Owner will promptly give notice to the other Owner of any change
                                         in the name, business address, business telephone or business facsimile number of any
                                         of its Authorized Owner Representatives.



 


		3.2.3.1.5	Agent
                                         of Appointing Owner. Each Authorized Owner Representative will be the agent of the
                                         Owner that designated such Authorized Owner Representative. Accordingly, (i) the vote
                                         or other act of an Authorized Owner Representative in respect of any matter will be deemed
                                         to be the vote or act of the Owner that designated such Authorized Owner Representative
                                         and may be conclusively relied upon by the Management Committee and the other Owner and
                                         (ii) no Authorized Owner Representative will owe (or be deemed to owe) any duty (fiduciary
                                         or otherwise) to an Owner other than the Owner that designated such Authorized Owner
                                         Representative.



 


		3.2.3.1.6	[RESERVED].



 


		3.2.3.1.7	Expenses.
                                         Each Owner or Affiliated Owners will be responsible for the expenses of its or their
                                         Authorized Owner Representatives.



 


		3.2.3.1.8	Authorized
                                         Owner Representatives as of the Effective Date. Schedule 3.2.3.1.8
                                         identifies the duly appointed Authorized Owner Representatives of each Owner and their
                                         contact information as of the Effective Date.



 


		3.2.3.2	Attendance.
                                         Each Owner will use reasonable efforts to cause one of its Authorized Owner Representatives
                                         to attend each meeting of the Management Committee and no Owner will withhold the presence
                                         of its Authorized Owner Representatives to prevent, delay or forestall decisions on matters
                                         under consideration by the Management Committee. A reasonable number of representatives
                                         or agents (as to third party representatives or agents, after execution of an appropriate
                                         non-disclosure agreement) of the Owners may attend meetings. Meetings may be conducted
                                         in person, by telephone or by other means acceptable to the Management Committee. Attendees
                                         who are not an Authorized Owner Representative will be identified at the commencement
                                         of each meeting, will have no power to vote on any matters, but may participate in discussions
                                         in accordance with the Management Committee’s approval.



 



    	 	- 29 -	Confidential



    	 



    



 


		3.2.3.3	Meetings.



 


		3.2.3.3.1	Frequency.
                                         The Management Committee will meet (i) at least once each Month until the Substantial
                                         Completion Date of the Project, unless otherwise determined by the Management Committee;
                                         (ii) at least annually thereafter unless otherwise determined by the Management Committee;
                                         and (iii) at any other time that a meeting is requested by an Owner.



 


		3.2.3.3.2	Notice
                                         of Meetings. The Chair will give notice to each Authorized Owner Representative stating
                                         the place (or means if by telephone conference or other means), date and hour of each
                                         meeting of the Management Committee, together with an agenda for the meeting, not fewer
                                         than five (5) days before the date of the meeting (or as far in advance as is practicable
                                         under the circumstances if the meeting is called on shorter notice due to an Emergency
                                         or other exigent circumstance as determined in the discretion of the Chair). Other Owner
                                         Representatives may add items to the agenda by giving notice to each Authorized Owner
                                         Representative not fewer than two (2) days before the date of the meeting. Notices required
                                         under this Section 3.2.3.3.2 may be waived by all Authorized Owner Representatives
                                         either at the meeting or by written consent.



 


		3.2.3.3.3	[RESERVED].



 


		3.2.3.3.4	Waiver
                                         of Notice. Attendance of an Authorized Owner Representative at a meeting of the Management
                                         Committee will constitute a waiver of notification of the meeting by such Authorized
                                         Owner Representative, except where such Authorized Owner Representative attends for the
                                         express purpose of objecting to (i) the transaction of any business on the ground that
                                         the meeting is not called or convened in accordance with the requirements of this Agreement
                                         or (ii) the consideration of matters required to be included in the notification of the
                                         meeting but not so included, and any such objection is expressly made at the meeting.



 


		3.2.3.4	Rules;
                                         By-laws. From time to time after the Effective Date, the Management Committee may
                                         adopt rules of order or by-laws, amend such rules of order or by-laws or adopt policy
                                         statements and directives, in each case that are consistent with this Agreement and as
                                         it considers necessary or appropriate for the conduct of its business and the exercise
                                         of the powers of the Management Committee.



 


		3.2.3.5	Chair.
                                         Promptly after the Effective Date, the Management Committee will select an Owner Representative
                                         to act as Chair. Thereafter, unless 



 



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		 	otherwise agreed by the Management Committee or as
                                         provided in any by-laws adopted pursuant to Section 3.2.3.4, the Chair shall rotate between
                                         the Owner Representatives each calendar year. If an Owner removes its Owner Representative
                                         who is serving as Chair, the Management Committee will select a new Chair from among
                                         the Owner Representatives. The Chair, or his or her designee, will call and preside over
                                         all meetings of the Management Committee at which he or she is present. The Chair will
                                         have no powers or duties other than those specifically conferred by this Agreement or
                                         in any by-laws adopted by the Management Committee pursuant to Section 3.2.3.4,
                                         and will have no voting or veto power in addition to the right to vote as an Owner Representative.



 


		3.2.3.6	[RESERVED].



 


		3.2.3.7	Committees.



 


		3.2.3.7.1	Consensus
                                         Committees. The Management Committee may, from time to time, appoint one or more
                                         committees of one or more individuals who may, but need not, be Authorized Owner Representatives,
                                         who will serve at the Management Committee’s pleasure, have such duties as the
                                         Management Committee determines and make recommendations to the Management Committee
                                         with respect to the matters requested of them by the Management Committee. Each committee
                                         appointed pursuant to this Section 3.2.3.7.1 will operate by consensus
                                         (i.e., unanimous agreement), and not by vote, and will promptly report any inability
                                         to reach consensus on an issue to the Management Committee and seek direction from the
                                         Management Committee with respect to such issue. Such committee will also follow such
                                         rules of order, policy statements and instructions for the conduct of its business as
                                         directed by the Management Committee.



 


		3.2.3.7.2	[RESERVED].



 


		3.2.3.7.3	E&O
                                         Committee. The Management Committee hereby establishes an Engineering and Operating
                                         Committee (the “E&O Committee”) and delegates to it the authority
                                         to undertake the obligations and exercise the rights accorded to it in the Operation
                                         and Maintenance Agreement or as otherwise determined by the Management Committee. Each
                                         Owner Representative may appoint one individual to serve on the E&O Committee, which
                                         individual may, but need not, be such Owner Representative or his or her Alternate. The
                                         individual appointed to serve on the E&O Committee may, from time to time, appoint
                                         a designee to attend an E&O Committee meeting in his stead, 



 


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		 	and such designee will
                                         be deemed to be the member at such meeting. The E&O Committee will take action only
                                         with the affirmative vote of all members of the E&O Committee. If any member of the
                                         E&O Committee does not vote in favor of an action, any member of the E&O Committee
                                         may submit the proposed action to the Chair of the Management Committee and the Chair
                                         will present the proposed action to the Management Committee. The Management Committee
                                         decision will become the decision of the E&O Committee and the E&O Committee
                                         will implement such decision.



 


		3.2.4	Voting.



 


		3.2.4.1	Basis
                                         for Voting and Required Voting Levels.



 


		3.2.4.1.1	Basis
                                         for Voting. Each Authorized Owner Representative is entitled to vote at meetings
                                         of the Management Committee, by written consent of the Management Committee in accordance
                                         with Section 3.2.4.3, or by any other means adopted by the Management Committee.
                                         Except as specifically allowed by this Agreement, particularly with respect to a Default
                                         by an Owner, all decisions of the Management Committee shall be by unanimous (consensus)
                                         vote. Except with respect to voting rights provided for under Section 19.1.2,
                                         Authorized Owner Representatives will not be entitled to vote if the Owner that appointed
                                         him or her is a Defaulting Owner and the Default is material and not subject to a good
                                         faith dispute.



 


		3.2.4.2	[RESERVED].



 


		3.2.4.3	Action
                                         by Written Consent. Any action which may be taken by the Management Committee under
                                         this Agreement may be taken without a meeting if a written consent setting forth the
                                         action taken is executed by Authorized Owner Representatives representing all of the
                                         Ownership Percentages.



 


Article
4

CONSTRUCTION; OPERATION AND MAINTENANCE; AND CAPITAL IMPROVEMENTS


 


	4.1	Construction.



 


		4.1.1	[RESERVED].



 


		4.1.2	Replacement
                                         Construction Management Agreement.



 


		4.1.2.1	Approval
                                         and Execution of Replacement Construction Management Agreement. If the Construction
                                         Management Agreement terminates in 



 




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		 	accordance with its terms (except if a Wind-up Plan
                                         has been adopted) or would terminate but for the operation of Section 4.1.2.2,
                                         then, unless the Management Committee approves an Owner’s request to assume all
                                         rights and obligations of the Construction Manager under the Construction Management
                                         Agreement as provided in Section 4.1.2.2, and subject to Section
                                         4.1.2.4, the Management Committee will manage the construction of the Project
                                         or will recommend a replacement of the Construction Manager and a replacement of the
                                         Construction Management Agreement for approval by the Owners.



 


		4.1.2.2	Owner
                                         Option to Request Assumption of All Rights and Obligations of Construction Manager under
                                         Construction Management Agreement. If the Construction Management Agreement would
                                         otherwise terminate due to the resignation or removal of the Construction Manager in
                                         accordance with the terms of the Construction Management Agreement, either Owner (or,
                                         if an Owner is removed or resigns as Construction Manager, the other Owner) may ask the
                                         Management Committee, instead of permitting the Construction Management Agreement to
                                         terminate, to approve the assumption by such Owner of all rights and obligations of the
                                         Construction Manager under the Construction Management Agreement. The Management Committee
                                         may approve any such request.



 


		4.1.2.3	[RESERVED].



 


		4.1.2.4	Effect
                                         of Dispute and Resolution of Dispute. No Owner may refuse to pay any CM Cost pending
                                         resolution of any Dispute or delay relating to development of a replacement of the Construction
                                         Management Agreement.



 


		4.1.2.5	Conflict
                                         Between Agreements. In the event of any conflict between this Agreement and the replacement
                                         of the Construction Management Agreement with respect to the authority, rights and obligations
                                         of the replacement Construction Manager, the replacement of the Construction Management
                                         Agreement will control, except for Owner rights and obligations with respect to Discretely
                                         Owned Substation Assets.



 


		4.1.3	Voting
with Respect to Construction Management Agreement Matters. The Construction Management Agreement sets forth certain matters
requiring action by the Management Committee.



 


	4.2	Operation
                                         and Maintenance.



 


		4.2.1	[RESERVED].




 


		4.2.2	Replacement Operation and Maintenance Agreement.






 


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		4.2.2.1	Approval
                                         and Execution of Replacement Operation and Maintenance Agreement. If the Operation
                                         and Maintenance Agreement terminates in accordance with its terms with respect to a Maintenance
                                         Provider (except if a Wind-up Plan has been adopted) or would terminate but for the operation
                                         of Section 4.2.2.2, then, unless the Management Committee approves an Owner’s
                                         request to assume all rights and obligations of such Maintenance Provider under the Operation
                                         and Maintenance Agreement as provided in Section 4.2.2.2, and subject to
                                         Section 4.2.2.4, the Management Committee will manage the operation and
                                         maintenance of the Project or will recommend a replacement of the Maintenance Provider
                                         Manager and a replacement of the Operating and Maintenance Agreement for approval by
                                         the Owners.



 


		4.2.2.2	Owner
                                         Option to Request Assumption of All Rights and Obligations of Maintenance Provider Under
                                         Operation and Maintenance Agreement. If an Operation and Maintenance Agreement would
                                         otherwise terminate due to the resignation or removal of the Maintenance Provider in
                                         accordance with the terms of the Operation and Maintenance Agreement, either Owner may
                                         ask the Management Committee, instead of permitting the Operation and Maintenance Agreement
                                         to terminate, to approve the assumption by such Owner of all rights and obligations of
                                         the Maintenance Provider under the Operation and Maintenance Agreement. The Management
                                         Committee may approve any such request.



 


		4.2.2.3	[RESERVED].



 


		4.2.2.4	Effect
                                         of Dispute and Resolution of Dispute. No Owner may refuse to pay any Operating Expenses
                                         or Capital Expenses pending resolution of any Dispute or delay relating to development
                                         of a replacement of the Operation and Maintenance Agreement.



 


		4.2.2.5	Conflict
                                         Between Agreements. In the event of any conflict between this Agreement and the replacement
                                         of the Operation and Maintenance Agreement with respect to the authority, rights and
                                         obligations of the replacement Maintenance Provider, the replacement of the Operation
                                         and Maintenance Agreement will control.



 


		4.2.3	Voting
                                         with Respect to Operation and Maintenance Agreement. The Operation and Maintenance
                                         Agreement sets forth certain matters requiring action by the Management Committee.



 


 4.3          Business with Affiliates.




 


		4.3.1	Affiliate
                                         Contracts.



 


		4.3.1.1	Construction
                                         Management Agreement; Operation and Maintenance Agreement. The Owners acknowledge
                                         that the Construction 



 


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		 	Management Agreement and the Operation and Maintenance Agreement
                                         are between the Owners in their capacity as Owners and, as applicable, the Construction
                                         Manager in its capacity as Construction Manager, the Maintenance Provider in its capacity
                                         as Maintenance Provider, and the Control Center Authority in its capacity as Control
                                         Center Authority, and, as such constitute Affiliate Contracts. Each Owner hereby irrevocably
                                         waives any right to object to the terms of the Construction Management Agreement or the
                                         Operation and Maintenance Agreement on the grounds of lack of arm’s-length negotiations
                                         or the presence of terms not at least as favorable to the Owners as those available in
                                         the market from unaffiliated Third Parties.



 


		4.3.1.2	Affiliate
                                         Contracts. After the Effective Date, the Owners and their Affiliates will not be
                                         precluded from providing goods or services to the Project or entering into Construction
                                         Agreements, a replacement of the Construction Management Agreement, a replacement of
                                         the Operation and Maintenance Agreement or other contracts or arrangements where an Owner
                                         or an Affiliate thereof is a party thereto in a capacity other than as an Owner or may
                                         benefit therefrom in a capacity other than as an Owner (together with the Construction
                                         Management Agreement and the Operation and Maintenance Agreement, “Affiliate
                                         Contracts”); provided, however, that except as
                                         provided in the Construction Management Agreement, all Affiliate Contracts will be (i)
                                         negotiated and administered in good faith on an arm’s-length basis and (ii) approved
                                         by the Management Committee, except no such approval is needed for the Construction Management
                                         Agreement or the Operation and Maintenance Agreement. Upon execution of any Affiliate
                                         Contract so approved by the Management Committee, each Owner will be deemed to have irrevocably
                                         waived any right to object to the terms of such Affiliate Contract on the grounds of
                                         the lack of arm’s-length negotiations or the presence of terms not at least as
                                         favorable to the Owners as those available in the market from unaffiliated Third Parties.



 


		4.3.2	Disqualified
                                         Affiliate Matters. If an Owner or any of its Affiliates is (or is proposed to
                                         be) a party to an Affiliate Contract, then (i) such Owner or Affiliate entering into
                                         the Affiliate Contract in a capacity other than an Owner shall be responsible for Damages
                                         as provided in the Affiliate Contract notwithstanding the limitation on Damages contained
                                         in this Agreement or any other Project Agreement (but excluding for this purpose the
                                         Construction Management Agreement and the Operations and Maintenance Agreement), and
                                         (ii) such Owner’s Authorized Owner Representatives on the Management Committee
                                         shall be entitled to participate in but shall be disqualified from voting on decisions
                                         or actions involving a Disqualified Affiliate Matter. The disqualified Authorized Owner
                                         Representatives must receive notice of the intent to vote on the Disqualified Affiliate
                                         Matter and the Owner whose Authorized Owner Representative is disqualified must have
                                         had an opportunity to be heard on the matter by the Management Committee prior to any
                                         vote by the Management Committee on such Disqualified Affiliate Matter. 



 


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		 	“Disqualified
                                         Affiliate Matters” consist of actions by the Management Committee in approving,
                                         entering into, amending, interpreting or exercising any option under an Affiliate Contract,
                                         waiving any material provision thereof, or in response to a breach of or default (or
                                         alleged breach or default) under the subject Affiliate Contract (such as a waiver of
                                         the breach or default, notice of breach or event of default, or notice of termination
                                         for breach in accordance with the terms of the Affiliate Contract) or in enforcement
                                         or exercise of any rights or remedies in respect to such breach or default (or alleged
                                         breach or default); provided, however, as specified in Section 3.1 of Schedule
                                         1, the existence of a breach or default under the Construction Management Agreement
                                         and the Operation and Maintenance Agreement is subject to the dispute resolution provisions
                                         of Schedule 1.




 


	4.4	Principles
                                         Applicable to Upgrades and Other Modifications. The Owners recognize that the Transmission
                                         Grid is dynamically evolving and, during the term of this Agreement, requests for Modifications
                                         may occur. The Owners further recognize that Applicable Energy Regulations applicable
                                         to such requests will continue to evolve as the transmission needs of the region and
                                         the country are addressed by Governmental Bodies. Accordingly, the Owners, at the Effective
                                         Date, wish to set forth certain agreed upon principles to guide the actions of the Owners
                                         and the decision making of the Management Committee as Modifications are proposed and
                                         considered. The Owners agree that the Management Committee has the authority to delete,
                                         amend or replace the principles set forth in Sections 4.4.1(iv) and Sections
                                         4.4.3(i) and (ii) below.



 


		4.4.1	General
                                         Principles. The following are general principles applicable to all Modifications,
                                         however arising, including Third Party interconnection requests for generation, transmission
                                         to transmission or transmission to load:



 


		(i)	The
                                         Owners will work cooperatively to resolve seams issues arising as a result of a Modification.



 


		(ii)	Interconnection
                                         requests are to be directed to the Owner specified in Appendix A to the Operation
                                         and Maintenance Agreement (“Interconnection Coordinator”). The
                                         Interconnection Coordinator, on behalf of the Owners, will lead the negotiation of the
                                         terms of any interconnection or other related agreement that affects the Project. The
                                         Management Committee may change the Interconnection Coordinator from time to time.



 


		(iii)	Modifications
                                         required by an interconnection request will be treated as a Capital Improvement unless
                                         otherwise agreed by the Management Committee.



 


		(iv)	Subject
                                         to BSSE Design Criteria Guidelines, the then-current technical interconnection guidelines
                                         required by the Control Center Authority at the point of interconnection will be applicable
                                         to all interconnection requests. The then-current financial interconnection guidelines
                                         of the Interconnection Coordinator relating to the financing of or payment for 



 



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		 	such an
                                                                                                                           interconnection request, if any, will be the starting basis of the negotiations with
                                                                                                                           the party requesting interconnection; provided, however,
                                                                                                                           except as otherwise required by Applicable Energy Regulations, the Management Committee
                                                                                                                           will coordinate with the Owners to determine the extent and payment method(s) that will
                                                                                                                           govern the financial obligations of the Owners applicable to such interconnection requests.



 


		(v)	Issues
                                         arising between the Owners related to interconnection requests will be resolved by the
                                         Management Committee subject to the dispute resolution provisions set forth in Section
                                         3 of Schedule 1 to this Agreement. Notwithstanding the foregoing,
                                         the Owners recognize that the Management Committee does not have authority to (a) modify
                                         or require a Transmission Provider to modify or violate the terms of any provision contained
                                         in such Transmission Provider’s open access tariff or (b) change a Control Center
                                         Authority’s technical interconnection guidelines that are applicable to an interconnection
                                         request, subject to BSSE Design Criteria Guidelines.



 


		(vi)	In
                                         agreements between Third Parties and the Owners, the Interconnection Coordinator will
                                         use its commercially reasonable efforts to severally (and not jointly) bind each Owner
                                         only to the extent its interests appear in this Agreement.



 


		(vii)	No
                                         Owner may unilaterally reduce the Project Capacity of the Project below the Original
                                         Base MVA. Without limiting an Owner’s right to take actions in respect of its non-Project
                                         related operations that may affect Project Capacity or the Original Base MVA, no Owner
                                         nor the Management Committee may take any action that would impair any other Owner’s
                                         capacity, rights or benefits attributable to the Project and the Discretely Owned Substation
                                         Assets as provided in this Agreement.



 


		(viii)	[RESERVED].



 


		(ix)	At
                                         any time the Project is subject to an Upgrade, and if the Owners participate in the financing
                                         of the Upgrade (i) in accordance with their then current respective Ownership Percentages,
                                         then the Ownership Percentages of the Owners will not be adjusted to reflect the additional
                                         capital investment made by the Owners (a “Pro Rata Upgrade”) or (ii)
                                         in percentages that differ from their then current respective Ownership Percentages (a
                                         “Non-Pro Rata Upgrade”), then the Ownership Percentages of the Owners
                                         will be recalculated in accordance with Exhibit P upon substantial completion
                                         of the Upgrade.



 


		(x)	A
                                         Capital Improvement will be part of the Project, will be included in a Final Budget and
                                         will be owned and paid for by the Owners according to their Ownership Percentages, unless
                                         otherwise agreed by the Management Committee. A dispute over whether a Modification is
                                         required by Applicable Law (and therefore treated as a Capital Improvement) will be  



 



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			resolved
                                         subject to the dispute resolution process under Section 3 of Schedule
                                         1. 




 


		(xi)	A
                                         Modification that is not required by Applicable Law may be proposed to the Management
                                         Committee by an Owner for the purpose of increasing capacity, maintaining or improving
                                         Project reliability in accordance with the BSSE Design Criteria Guidelines or for any
                                         other purpose that is consistent with Good Utility Practice. Any such proposed Modification
                                         will be treated as either a Capital Improvement pursuant to subparagraph (xii), or as
                                         a Non-Project Modification or an Upgrade pursuant to subparagraphs (xiii) through (xv).



 


		(xii)	If
                                         the Management Committee approves any proposal made pursuant to subparagraph (xi), the
                                         Modification will constitute a Capital Improvement or a Pro Rata Upgrade as applicable,
                                         will be part of the Project, will be included in the Final Budget and will be owned and
                                         paid for by the Owners according to their Ownership Percentages, unless otherwise agreed
                                         by the Management Committee.



 


		(xiii)	If
                                         the Management Committee does not approve a proposal made pursuant to subparagraph (xi),
                                         the proposing Owner may proceed with the Modification, as long as it does not impair
                                         any other Owner’s rights or benefits attributable to the Project and the Discretely
                                         Owned Substation Assets. Any such Modification will constitute a Non-Project Modification
                                         if it does not increase the Project Capacity of any part of the Project, or a Non-Pro
                                         Rata Upgrade if it increases the Project Capacity of the Project.



 


		(xiv)	If
                                         a Modification is a Non-Project Modification, (i) it will not constitute a part of the
                                         Project, will be paid for and maintained entirely by the proposing Owner, and will not
                                         be subject to this Agreement or any other Project Agreement, except as provided in this
                                         Section 4.4 and except that the proposing Owner shall be obligated to indemnify
                                         the other Owner as provided in Article 16, and (ii) prior to proceeding with the
                                         Non-Project Modification, the Owners must enter into a written agreement specifying the
                                         scope of the Non-Project Modification and the obligations of the proposing Owner relating
                                         thereto, upon terms reasonably acceptable to both Owners.



 


		(xv)	If
                                         the Modification is a Non-Pro Rata Upgrade, it will be part of the Project, and the Ownership
                                         Percentages of the Owners will be recalculated in accordance with Exhibit P.



 


		4.4.2	[RESERVED].



 


	 	4.4.3	Principles
                                         Applicable to Generator Interconnection Requests. The following are principles
                                         applicable to generator interconnection requests:



 


		(i)	The
                                         Interconnection Coordinator, on behalf of the Owners, will arrange for



 



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		 	the construction
                                         of Modifications required as a result of the generator interconnection request on terms
                                         and conditions acceptable to the Management Committee.




 


		(ii)	With
                                         respect to Capital Improvements to the Project required to accommodate a generator interconnection
                                         request, the Interconnection Coordinator will recommend to the Management Committee for
                                         determination: (i) the party or parties responsible for construction of the Capital Improvements;
                                         (ii) the cost of constructing the Capital Improvements that will be financed by the Owners;
                                         and (iii) the timing of any payments by or to the interconnection customer.



 


Article
5

PAYMENT PROCEDURES


 


	5.1	Payment/Invoices.



 


		5.1.1	General.
                                         Each Owner will pay to the Main Escrow Account within the time frame set forth in
                                         the Construction Management Agreement its Ownership Percentage of all Project Costs,
                                         except (i) for Operating Expenses or (ii) as otherwise provided in Sections 5.1.1.1
                                         and 5.1.1.3.



 


		5.1.1.1	Full
                                         Subscription by Owners of Cost Offering. If a Cost Offering is fully subscribed by
                                         the Owners, then commencing with the first dollar after which CM Costs exceed the Original
                                         Maximum CM Cost Amount, all Owners that subscribed to the Cost Offering will pay their
                                         Incremental Cost Offering CP Percentage of all CM Costs in lieu of the non-subscribing
                                         and subscribing Owners paying their Ownership Percentage of CM Costs.



 


		5.1.1.2	[RESERVED].



 


		5.1.1.3	Freeze.
                                         If a Freeze occurs, then effective from such date until all CM Costs have been paid in
                                         full, the Owner who has assumed the Defaulting Owner’s Future Payment Obligations
                                         will pay the Defaulting Owner’s Incremental Freeze CP Percentage of all CM Costs,
                                         and the Defaulting Owner with respect to which the Freeze occurred will not pay its Ownership
                                         Percentage of CM Costs.



 


		5.1.2	Main
                                         Escrow Account. The Management Committee may from time to time determine if payments
                                         for Project Costs that are not CM Costs or Operating Expenses are required from the Owners
                                         for deposit into the Main Escrow Account. Such payments will not be required from
                                         an Owner more than thirty (30) days prior to the date on which funds are required to
                                         be paid by the Management Committee. The Owners will make full payment to the Main Escrow
                                         Account in the amount and by the date determined by the Management Committee.



 



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		5.1.3	Manner
                                         of Payment. All payments under this Agreement will be made by electronic funds
                                         transfer or wire transfer in immediately available funds for receipt by the due date
                                         (i) in the case of payments by an Owner either to the applicable Project Account or to
                                         such other Person as the Management Committee may designate to the Owners and (ii) in
                                         the case of payments to an Owner, to the bank account or Person designated by such Owner.
                                         Each Owner may change its account for receiving a payment or delivery by giving notice
                                         to the other Owner at least five (5) Business Days prior to the scheduled date for the
                                         payment or delivery to which such change applies.



 


		5.1.4	No
                                         Counterclaim; No Set-Off. Subject to any good faith disputes regarding payment
                                         addressed pursuant to Section 6.4, each Owner will make, to the applicable
                                         Project Account, all payments required under this Article 5 as and when
                                         due, without demand, counterclaim, setoff, deduction or defense, and each Owner waives,
                                         to the extent permitted by Applicable Law, all rights now or hereafter conferred by statute
                                         or otherwise with respect to any such demand, counterclaim, setoff, deduction or defense.



 


Article
6

BUDGETS, ACCOUNTING


 


	6.1	Construction
                                         Phase.



 


		6.1.1	Project
                                         Budgets. The Owners have agreed that the anticipated CM Costs, excluding Operating
                                         Expenses, as of the Effective Date to be incurred through Final Completion is $331,000,000
                                         (the “Project Budget”). All adjustments to the Project Budget must
                                         be approved from time to time by the Management Committee.



 


		6.1.2	CM
                                         Costs.



 


		6.1.2.1	Obligation
                                         to Pay CM Costs. Until all CM Costs have been paid, all invoices for such CM Costs
                                         submitted by the Contractors or other Persons for payment will be reviewed and approved
                                         in accordance with the terms of the Construction Management Agreement. The Owners will
                                         pay such costs in accordance with the Construction Management Agreement.



 


		6.1.2.2	Payment
                                         of CM Costs. The Owners will pay their Ownership Percentage of CM Costs to the extent
                                         they are: (i) identified and included in the Project Budget, as adjusted; (ii) authorized
                                         to be paid pursuant to the terms of the Construction Management Agreement; (iii) approved
                                         as CM Costs by the Management Committee; or (iv) required to be expended in response
                                         to an Emergency or are otherwise due and owing under any Project Agreement or other legal
                                         obligation respecting the Project.



 



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	6.2	Operating
                                         Phase.



 


		6.2.1	Capital
                                         and Annual Operating Expense Budgets. The E&O Committee will prepare, in
                                         cooperation with the Maintenance Provider and Control Center Authority, and deliver to
                                         the Management Committee not later than July 1 of each Operating Year, a consolidated
                                         Proposed Budget, including both a proposed budget for Capital Expenses and a proposed
                                         budget for Operating Expenses, broken down by Applicable Maintenance Activities (if any),
                                         for the subsequent five (5) Operating Years. The Management Committee will review and
                                         vote on the Proposed Budget and the proposed Capital Expenses and Operating Expenses.
                                         If the Management Committee does not vote to approve a consolidated Proposed Budget,
                                         the E&O Committee will work with the Maintenance Provider and Control Center Authority
                                         to promptly re-submit a revised consolidated Proposed Budget to the Management Committee
                                         for its approval. Once the Management Committee approves a consolidated Proposed Budget,
                                         it will become the final budget (the “Final Budget”), which may only
                                         be amended by the further action of the Management Committee.



 


		6.2.2	Operating
                                         Expenses and Capital Expenses.



 


		6.2.2.1	Obligation
                                         to Pay Operating Expenses and Capital Expenses. The Owners will pay, in accordance
                                         with Section 5.1, all invoices for Operating Expenses and Capital Expenses
                                         submitted by the Maintenance Provider, Control Center Authority or other Persons for
                                         payment in accordance with the terms of the Operation and Maintenance Agreement. Each
                                         Owner will pay its Ownership Percentage of all Operating Expenses and Capital Expenses,
                                         regardless of whether such Operating Expenses and Capital Expenses are within the approved
                                         Final Budget.



 


		6.2.2.2	Payment
                                         of Operating Expenses and Capital Expenses. For purposes of this Agreement, Operating
                                         Expenses and Capital Expenses will be paid to the extent they are: (i) Operating Expenses
                                         or Capital Expenses identified and included in the Final Budget; (ii) Operating Expenses
                                         or Capital Expenses authorized to be paid pursuant to the terms of the Operation and
                                         Maintenance Agreement; (iii) additional expenses approved as Operating Expenses or Capital
                                         Expenses by the Management Committee; or (iv) required to be expended in response to
                                         an Emergency or that are otherwise due and owing under any Project Agreement or other
                                         legal obligation respecting the Project.



 


		6.2.3	Budget
                                         Deadlock. If by December 1 prior to any Operating Year after the Effective Date,
                                         the Management Committee does not vote to approve a Final Budget for the next Operating
                                         Year (a “Budget Deadlock”), then for the forthcoming Operating Year,
                                         until the Management Committee votes to approve such Budget, the unapproved budget proposed
                                         will not be implemented, but the Final Budget for such Operating Year previously approved
                                         by the Management 



 



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		 	Committee as part of the five (5) year rolling Final Budget process
                                         will remain in full force and effect until the Management Committee votes to approve
                                         a new Final Budget. If the applicable Operating Year is not covered by a Final Budget,
                                         then to the extent necessary, until a new Final Budget is approved, the Operating Expenses
                                         within the Final Budget currently in effect as adjusted by changes in the Inflation Factor
                                         from the commencement of the then-current Operating Year will continue in effect, plus
                                         the cost of Capital Improvements that are required for the Project to be maintained so
                                         as to meet the requirements of Applicable Law.




 


		6.3	Interest.
                                         Upon establishment of the Project Accounts and from time to time thereafter, the
                                         Management Committee will direct the Escrow Agent how to invest the funds in the Project
                                         Accounts established and maintained by it. All interest accrued on the amounts in any
                                         Project Account will accrue to the benefit of the Owners collectively and will be used
                                         as an offset against Project Costs.



 


		6.4	Disputed
                                         Contributions. If an Owner in good faith disputes whether an appropriate call for
                                         any payment or contribution (or any portion of a payment or contribution) has been made
                                         by the Management Committee, the Construction Manager, the Maintenance Provider or the
                                         Control Center Authority pursuant to the Project Budget or Final Budget then in effect
                                         or otherwise in accordance with this Agreement, such Owner may, after making such payment
                                         or contribution, as its exclusive remedy promptly notify the Management Committee of
                                         such dispute, including the amount in dispute, and invoke the provisions of Section
                                         3 of Schedule 1. If, upon resolution of the Dispute, it is determined
                                         that the disputed amount was not due, the Management Committee, Construction Manager,
                                         Maintenance Provider or Control Center Authority, as the case may be, will correct the
                                         original invoice and refund (without interest) any disputed amounts paid by an Owner
                                         pursuant to such invoice.



 


		6.5	Inspection
                                         and Audit Rights. The Construction Management Agreement and the Operation and Maintenance
                                         Agreement include provisions requiring the Construction Manager, the Maintenance Provider
                                         and Control Center Authority to keep, in conformity with all requirements of Applicable
                                         Law and the requirements of Section 6.7, proper books, records, accounts,
                                         ledgers, time cards, estimates, invoices, schedules, correspondence and other documents
                                         (whether in physical or electronic form) related to the Project (collectively, the “Books
                                         and Records”). The Management Committee may select and engage a public accounting
                                         firm to conduct a review of agreed accounting procedures and render its independent opinion
                                         with respect to the accuracy and appropriateness of the financial information and accounting
                                         practices relating to the Project in respect of any Fiscal Year (or partial year). Any
                                         costs and expenses related to the independent financial review, including payment for
                                         the time of the Construction Manager, Maintenance Provider(s) or Control Center Authority,
                                         will be Project Costs. The independent financial review, together with the accounting
                                         firm’s opinion, will be delivered promptly to each Owner no later than one hundred
                                         twenty (120) days following completion of such audit. During ordinary business hours
                                         and upon reasonable notice to the Management Committee, each Owner, or its designee,
                                         may inspect, copy and audit (directly or through certified public accountants of its
                                         choice), at its expense (including payment for the time of the Construction Manager,
                                         Maintenance Provider(s), Control Center Authority or other 


 



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		 	custodian of the Books and
                                         Records), the Books and Records. The Owners that desire to audit the Books and Records
                                         may coordinate their efforts and use common firms or personnel in order to ease the administrative
                                         burden on the Construction Manager, Maintenance Provider(s), Control Center Authority
                                         or other custodian of the Books and Records. The Books and Records of the Management
                                         Committee and the Owners are subject to the confidentiality requirements of this Agreement
                                         and are considered Confidential Information governed by Article 17.




 


		6.6	NERC
                                         Compliance Policy. Each Owner in its capacity as an Owner, and in its capacity as
                                         a Responsible Entity (if any) as set forth in the Operation and Maintenance Agreement,
                                         acknowledges the importance of: (i) compliance with NERC reliability standards applicable
                                         to the Project and the Responsible Entities and (ii) diligent implementation of procedures
                                         designed to meet such standards. The Owners, in their capacities as Owners and as the
                                         Responsible Entities, agree to comply with the provisions of Exhibit G. The Owners
                                         also agree that, for purposes of the Operations and Maintenance Agreement, (A) any expenditures
                                         necessary to comply with the NERC Compliance Requirements shall be deemed to be excluded
                                         from the limit on Capital Expenses or Operating Expenses as contained in Section 7.3
                                         thereof and the limit on the Management Committee’s obligation to approve cost
                                         overruns as contained in Section 7.5 thereof, and (B) the limit on damages as
                                         contained in Section 14.2.1.1 thereof shall not apply to damages arising from
                                         the Maintenance Provider’s or Control Center Authority’s obligation to comply
                                         with the NERC Compliance Policy. Upon the request of a Responsible Entity, each Owner
                                         shall provide the applicable Responsible Entity with information in its possession that
                                         such Responsible Entity may reasonably require to fulfill its obligations under this
                                         Section 6.6. If any Responsible Entity is not also an Owner, the Owners agree
                                         that any Operation and Maintenance Agreement with such Responsible Entity shall require
                                         the Responsible Entity to comply with the NERC Compliance Policy.



 


		6.7	Records.
                                         The Management Committee will record or cause to be recorded accounting information
                                         in accordance with the Uniform System of Accounts, as modified by the requirements or
                                         permitted practices of Governmental Bodies applicable to one or more of the Owners. In
                                         the event of any changes in FERC’s accounting procedures that might result in charges
                                         different from those contemplated by this Agreement, the Owners will agree upon the appropriate
                                         changes to this Agreement to achieve the original intent of the Owners, unless otherwise
                                         agreed by the Owners.



 


Article
7

TAXES AND ASSESSMENTS


 


		7.1	Management
                                         of Tax Matters.



 


		7.1.1	Personal
                                         Taxes. Except for Personal Taxes, the Management Committee will have the authority
                                         and responsibility for administering, coordinating, filing returns, paying, seeking official
                                         tax rulings or determinations, and other related functions pertaining to taxes, payments
                                         in lieu of taxes, assessments, impositions, charges, and related costs arising out of
                                         the development, construction, ownership, operation, maintenance, alteration, repair,
                                         rebuilding, use or retirement of the 



 



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		 	Project or any part thereof (collectively “Taxes”)
                                         that are or may be imposed by any Governmental Body; provided, however, unless specifically
                                         authorized in writing by an Owner, such authority will not extend to any act or action
                                         affecting any exemption from Taxes or special tax treatment arising out of the Project
                                         to which an Owner may be entitled on a basis that is different from the other Owner.
                                         As used herein, the term “ Personal Taxes” means real property taxes, tangible
                                         personal property taxes, income taxes, franchise taxes, license fees, payments in lieu
                                         of taxes, Sales Taxes or excise taxes assessed against each Owner, relating to the Project
                                         or any assets of an Owner other than the Project, or relating to the Discretely Owned
                                         Substation Assets, the payment of which is and will remain the responsibility of each
                                         Owner so assessed. Each Owner may contest the validity or amount of any Personal Taxes,
                                         in each case, provided that the contested Personal Taxes will not remain unpaid for such
                                         length of time as will permit any part or all of the Project to be sold or foreclosed
                                         or any interest of either Owner therein to be subject to a Lien for the nonpayment of
                                         the same.




 


		7.1.2	Sales,
                                         Consumer and Use Taxes.  Except as otherwise directed by the Management
                                         Committee, the Construction Manager will be responsible for securing any refund of any
                                         such sales and use taxes to which each Owner may be entitled in accordance with Applicable
                                         Law arising from the procurement of Equipment, Materials and Services for construction
                                         of the Project (“Sales Taxes”), which refunds may be retained by each
                                         such Owner as its individually owned Property.



 


		7.2	Payment
                                         of Taxes. The Management Committee will take all necessary actions to pay and discharge
                                         all Taxes that are imposed by any Governmental Body before the same become delinquent,
                                         except (i) Personal Taxes and (ii) those subject to a good faith contest by an appropriate
                                         Proceeding approved by the Management Committee.



 


		7.3	Sharing
                                         of Taxes and Related Payments. All Taxes other than Personal Taxes will be Operating
                                         Expenses, which will be shared and paid by the Owners in proportion to their respective
                                         Ownership Percentage; provided, however, to the extent that
                                         the aggregate amount of the Taxes are reduced because one or more Owners are entitled
                                         to specific tax benefits resulting from its status apart from the Project, such Owners
                                         will be entitled to the entire benefit, to the extent of actual realization, of any exemptions
                                         from and reductions of such Taxes connected with or arising out of the development, construction,
                                         ownership, operation, maintenance, alteration, repair, rebuilding, use or retirement
                                         of the Project or any part thereof.



 


		7.4	Tax
                                         Credits or Other Tax Benefits. If one Owner is entitled to Tax credits or other Tax
                                         benefits from a Governmental Body that are unrelated to its status as an Owner, the Owner
                                         that is entitled to such credits or benefits will be entitled to seek such credits or
                                         benefits and to retain any proceeds arising from such credits or benefits. Except as
                                         otherwise provided in Section 7.1.2, if either Owner is entitled to Tax
                                         credits or other Tax benefits from a Governmental Body that are related to their status
                                         as an Owner, then each such Owner will be entitled to seek such credits or benefits individually
                                         in an amount equal to the proportion 



 



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		 	that
its Ownership Percentage bears to the Ownership Percentage of the other Owner and to retain any proceeds resulting therefrom.




 


		7.5	Non-creation
                                         of Taxable Entity. Notwithstanding any other provision of this Agreement, the Owners
                                         do not intend to create hereby at law any joint venture, partnership, association taxable
                                         as a corporation, trust, limited liability company or other entity for the conduct of
                                         any business for profit. The Owners agree to elect under Section 761(a) of the Code,
                                         to exclude the transactions created by this Agreement from the application of Subchapter
                                         K, Chapter 1 of the Code, and the Owners agree to revise the terms of this Agreement
                                         to the extent and in a manner necessary to permit such election.



 


Article
8

INSURANCE AND CASUALTY DAMAGE


 


		8.1	Insurance.
                                         The Management Committee will maintain, or include provisions in the Construction
                                         Management Agreement and the Operation and Maintenance Agreement, as applicable, requiring
                                         the Construction Manager, Maintenance Provider or Control Center Authority to maintain
                                         insurance of the types, in the amounts and with the deductibles specified in an insurance
                                         plan approved by the Management Committee (as it may be amended from time to time by
                                         the Management Committee, the “Insurance Plan”); provided
                                         that if, prior to the time of any such vote, an Owner informs the Management Committee
                                         that such amendment would violate the terms of an Owner’s Financing Instrument,
                                         then such amendment will require the approval of such Owner. The initial insurance plan
                                         is attached hereto as Exhibit F. Prior to the Final Completion Date of
                                         the Project, premiums payable under the Insurance Plan will constitute a CM Cost, and
                                         on and after such date, an Operating Expense.



 


		8.2	Casualty.
                                         Promptly after any material Casualty to the Project, the Management Committee will
                                         determine a course of action with respect to the affected portions of the Project in
                                         accordance with Good Utility Practice. If a Casualty to the Project occurs, the Management
                                         Committee will diligently pursue available rights to compensation in respect of such
                                         Casualty that it determines are in the best interest of all of the Owners.



 


		8.3	Insurance
                                         Proceeds. All insurance proceeds paid pursuant to the Insurance Plan in respect of
                                         the Project (herein sometimes referred to as the “Insurance Proceeds”)
                                         will be (i) deposited in a Project Account specified by the Management Committee, except
                                         as otherwise agreed by all of the Owners, for use as directed by the Management Committee
                                         in accordance with this Article 8, provided that if an Owner
                                         informs the Management Committee prior to its receipt of Insurance Proceeds that one
                                         of such Owner’s Financing Parties requires that its Ownership Percentage of the
                                         Insurance Proceeds be paid to such Financing Party, then such Insurance Proceeds will
                                         be so paid; provided, however, within ten (10) Business Days
                                         after such payment, such notifying Owner must either (a) deposit its Ownership Percentage
                                         of the Insurance Proceeds into a Project Account specified by the Management Committee
                                         or (b) deliver to the other Owner a letter of credit in such amount and otherwise in
                                         form and substance reasonably acceptable to and for the benefit of the other Owner. In
                                         the case of repair of the Project pursuant to this Article 8, all Insurance
                                         Proceeds paid pursuant to the Insurance Plan will first be applied to restoration of
                                         the 



 



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		 	affected
portions of the Project, with any excess being deposited in a Project Account specified by the Management Committee for the benefit
of the Owners in accordance with their Ownership Percentages.




 


		8.4	Destruction
                                         Event.



 


		8.4.1	Damage
                                         or Destruction of Substantially All of the Project.



 


		8.4.1.1	Wind-up
                                         Plan. If all or substantially all of the Project is destroyed during the term of
                                         this Agreement (a “Destruction Event”) and the Insurance Proceeds
                                         covering the insured portion of the Project are sufficient and available to cover the
                                         full cost of restoration of the Project (excluding the amount of any deductible or self-insured
                                         retention as specified in the applicable insurance policy), the Management Committee
                                         will undertake to rebuild the Project (other than the Discretely Owned Substation Assets,
                                         which will be the responsibility of the Discretely Owned Substation Owners), unless the
                                         Management Committee determines not to rebuild the Project. If the Insurance Proceeds
                                         covering the insured portion of the Project are not sufficient and available to cover
                                         the full cost of restoration of the Project (excluding the amount of any deductible or
                                         self-insured retention as specified in the applicable insurance policy), the Management
                                         Committee will institute any process it deems appropriate to determine whether the Owners
                                         are willing to cover such cost pro rata based on their Ownership Percentages. If, as
                                         a result of such process, all Owners are willing to cover such cost pro rata based on
                                         their Ownership Percentages, the Management Committee will rebuild the Project. If, as
                                         a result of such process, all Owners are not willing to cover such cost pro rata based
                                         on their Ownership Percentage, then the Management Committee will give notice to each
                                         Owner that the Management Committee will not rebuild the Project. For a period of thirty
                                         (30) days following the date of such notice, either Owner(s) desiring to rebuild the
                                         Project (the “Rebuilding Owner”) will have the right to purchase all
                                         but not fewer than all of the rights and assets that constitute the Project and assume
                                         all but not fewer than all of the obligations and liabilities related to the Project
                                         from the other Owner who is not willing to rebuild the Project (the “Abandoning
                                         Owner”) for the Fair Market Value (determined pursuant to the procedures set
                                         forth in Section 8.4.1.2) of the Abandoning Owner’s Ownership Percentage
                                         in such rights, assets, obligations and liabilities. Unless such right is irrevocably
                                         exercised by the Owner(s) providing notice of such election within the aforementioned
                                         thirty (30) day period (the “Rebuild Election Notice”), such election
                                         will be deemed irrevocably waived. If no Owner has exercised such right within the aforementioned
                                         thirty (30) day period, then the Management Committee will adopt and implement a plan
                                         for winding up the Project, which plan will include the following (the “Destruction
                                         Windup Plan”):



 



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		8.4.1.1.1	Termination
                                         Costs are Operating Expenses. Termination of all Project Agreements, Construction
                                         Agreements, Real Property Agreements and all other contracts that relate to the Project
                                         in accordance with the terms thereof, and any cancellation costs, termination costs and
                                         damages payable thereunder will constitute Operating Expenses.



 


		8.4.1.1.2	Required
                                         Steps To Implement the Destruction Windup Plan. The (i) timely disposition of the
                                         assets of the Project (other than the Discretely Owned Substation Assets) by sale, auction,
                                         division of assets, or otherwise; (ii) deposit of any proceeds of the disposition in
                                         the Project Account(s) specified by the Management Committee (which proceeds will be
                                         for the benefit of the Owners based on their Ownership Percentage); (iii) undertaking
                                         of other necessary steps for the winding up of the Project (other than the Discretely
                                         Owned Substation Assets); (iv) taking of all action required by Good Utility Practice
                                         to provide for the retirement from service of any part of the Project (other than the
                                         Discretely Owned Substation Assets) that is not sold or disposed of, including any remediation,
                                         restoration or other actions required by Applicable Law or necessary or desirable for
                                         the protection of the Owners from liability; and (v) periodic reporting to the Owners
                                         on the status of the Destruction Windup Plan. If the proceeds from winding up of the
                                         Project are insufficient to cover the winding up costs, including the costs of remediation,
                                         restoration or other actions required by Applicable Law or contract, or necessary or
                                         desirable for the protection of the Owners from liability, each Owner will pay its Ownership
                                         Percentage of the net winding up costs.



 


		8.4.1.2	Determination
                                         of Fair Market Value. To determine the Fair Market Value, the Rebuilding Owner will
                                         designate one (1) qualified appraiser in the Rebuild Election Notice and, within fifteen
                                         (15) days from the date of the Rebuild Election Notice, the Abandoning Owner will designate
                                         a second qualified appraiser. A qualified appraiser must have at least five (5) years’
                                         experience in the appraisal of properties similar to the Project. Each of the two (2)
                                         appraisers will be directed to determine the Fair Market Value of the Project within
                                         thirty (30) days of its appointment and to notify the Rebuilding Owner, the Abandoning
                                         Owner and the Management Committee of its determination in writing. If the lower of the
                                         two (2) determinations is not less than ninety-five percent (95%) of the higher of the
                                         two (2) determinations, then the Fair Market Value will be the average of the two (2)
                                         determinations. If the lower of the two (2) determinations is less than ninety-five percent
                                         (95%) of the higher of the two (2) determinations, then the two (2) appraisers will,
                                         within fifteen (15) days thereafter, meet to determine if a consensus can be reached
                                         on the Fair Market Value. If the two (2) 



 



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		 	appraisers
are unable to reach a consensus, they will, within fifteen (15) days of meeting, appoint a third appraiser with similar qualifications
(who must not have performed any work for any of the Rebuilding Owner or the Abandoning Owner within the five (5) year period
prior to its appointment) and will each furnish to such appraiser a written report of its respective determination. Within thirty
(30) days of its appointment, the third appraiser will determine the Fair Market Value equal to or between the original appraisers
and will notify the Rebuilding Owner, the Abandoning Owner and the Management Committee of its determination in writing, which
determination will be final and binding upon the Rebuilding Owner and the Abandoning Owner. The Rebuilding Owner and the Abandoning
Owner will bear the cost of the appraiser appointed by each of them, and the Rebuilding Owner and the Abandoning Owner will each
pay one-half (1/2) of the cost of the third appraiser. The closing of the Transfer of the Ownership Percentages of the Abandoning
Owner will occur within twenty (20) days following the final determination by the appraisers of the Fair Market Value.




 


 8.4.2          Payment of Restoration Costs. If the Management Committee does not determine to terminate the operations of the Project pursuant to Section 8.4.1, the Management Committee will direct the E&O Committee to promptly prepare a revised Final Budget and present it to the Management Committee for action. Upon approval, the Management Committee will proceed to cause the repair of the Project in accordance with the approved Final Budget. Each Owner will pay its Ownership Percentage of the net restoration cost in accordance with the Final Budget and invoice procedures established by the Management Committee.




 


Article
9

CONDEMNATION


 


		9.1	Condemnation
                                         of the Project. If, at any time during the term of this Agreement, title to the whole
                                         or a portion of the Project as will render its continued operation by the Owners infeasible
                                         is taken in any Condemnation Action (or conveyed in lieu of any such Condemnation Action),
                                         other than for a temporary use or occupancy that is for one (1) year or less in the aggregate
                                         (“Complete Taking”), then the Management Committee will decide with
                                         reasonable promptness in the circumstances, but in all events within ninety (90) days
                                         after such Complete Taking, whether to rebuild the Project. If the Management Committee
                                         elects not to rebuild, it will adopt and implement a windup plan substantially the same
                                         as the Destruction Windup Plan.



 


		9.2	[RESERVED].



 


		9.3	[RESERVED].



 


		9.4	Notice
                                         of Condemnation. If an Owner receives notice of any proposed or pending Condemnation
                                         Action affecting all or a portion of the Project or the Discretely Owned 



 



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		 	Substation Assets,
                                         such Owner receiving such notice will promptly notify the other Owner and the Management
                                         Committee.




 


		9.5	Condemnation
                                         Awards. All sums, amounts or other compensation for any portion of the Project as
                                         a result of, or in connection with, any Condemnation Action, whether or not such award
                                         includes compensation for other Property (“Condemnation Awards”) will
                                         be deposited in a Project Account specified by the Management Committee, except as otherwise
                                         agreed by all of the Owners, for use as directed by the Management Committee in accordance
                                         with this Article 9. If an Owner receives a Condemnation Award or a settlement
                                         payment from any Condemnation Action, such Owner will deliver such Condemnation Award
                                         as directed by the Management Committee. In the case of rebuilding of the Project pursuant
                                         to this Article 9, all net Condemnation Awards will first be applied to
                                         rebuilding of the affected part of the Project, with any excess being deposited in a
                                         Project Account specified by the Management Committee for the benefit of the Owners in
                                         accordance with their Ownership Percentages.



 


Article
10

TRANSFERS


 


		10.1	General
                                         Transfer Rule. Except for Permitted Transfers, no Owner may directly or indirectly
                                         (including by operation of law) sell, assign, transfer, pledge, lease, mortgage or otherwise
                                         encumber (individually and collectively, a “Transfer”) all or any
                                         part of its Ownership interest in the Project. Any Transfer that is made in violation
                                         of this Agreement will be void ab initio.



 


		10.2	Permitted
                                         Transfers. The circumstances set forth in Sections 10.2.1 through 10.2.10
                                         will each be deemed a “Permitted Transfer.” For purposes of
                                         this Section 10.2, an Owner is a Non-Defaulting Owner even if such Owner
                                         has an existing Covenant Default, if such Covenant Default could not reasonably be expected
                                         to have a material adverse effect on the Project.



 


		10.2.1	Transfer
                                         to Affiliate(s). A Transfer by a Non-Defaulting Owner to one or more of its Affiliates,
                                         provided that such Affiliate(s) are Creditworthy (after taking into account
                                         any guarantee or other credit enhancement);



 


		10.2.2	Collateral
                                         Assignment. A Transfer by collateral assignment, mortgage, hypothecation, pledge
                                         or other Lien, including pursuant to a Financing Instrument, in favor of any of such
                                         Owner’s Financing Parties (each, a “Collateral Assignment”);



 


		10.2.3	Transfer
                                         to Another Owner. A Transfer between the two (2) Owners shall be permitted hereunder;



 


		10.2.4	Transfer
                                         to a Third Party. If the transferring Owner has first complied with Section
                                         10.4 (First Negotiation), then a Transfer by a Non-Defaulting Owner to any Third
                                         Party that is Creditworthy and (i) is, or has an Affiliate that is, a transmission owner
                                         or operator or any entity that has undertaken an obligation by statute, franchise, regulatory
                                         requirement or contract for load to provide electric



 



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		 	energy for end use customers, in
                                         each case if the Transfer occurs prior to the Substantial Completion Date of the Project
                                         or (ii) the Transfer occurs on or after the Substantial Completion Date of the Project;




 


		10.2.5	Management
                                         Committee Approval. A Transfer by an Owner that has been approved by the Management
                                         Committee;



 


		10.2.6	Change
                                         of Control. A Transfer by a Change of Control if such Change of Control, directly
                                         or indirectly, results in a Third Party becoming an Owner where: (i) a Transfer to such
                                         Third Party would constitute a Permitted Transfer under another provision of Section
                                         10.2, or (ii) the Change of Control results in the Third Party’s control
                                         or ownership of all or substantially all of the Owner’s electric utility assets;



 


		10.2.7	Freeze.
                                         A Transfer that occurs as the result of a Freeze pursuant to a process instituted
                                         by the Management Committee in accordance with Section 14.2.5;



 


		10.2.8	Exercise
                                         of a Collateral Assignment. A Transfer as a result of or upon exercise of a Collateral
                                         Assignment.



 


		10.3	Rules
                                         and Conditions to Transfer.



 


		10.3.1	For
Permitted Transfers. An Owner may only engage in a Permitted Transfer specified in Section 10.2.1, and Sections
10.2.3 through 10.2.8 if the rules of and conditions to Transfer set forth in Sections 10.3.1.1 through
10.3.1.7 are satisfied or, if waiver is permitted therein, waived. An Owner may engage in a Permitted Transfer specified
in Section 10.2.2 without satisfying the rules of and conditions to Transfer set forth in Sections 10.3.1.1 through 10.3.1.7.



 


		10.3.1.1	Transfer
                                         of Associated Rights and Obligations. The Transfer of an Ownership Percentage must
                                         include a corresponding and equivalent Transfer of all associated rights, obligations
                                         and interests of the transferring Owner in and to the Project with respect to the Ownership
                                         Percentage transferred, including the equivalent Transfer of the Owner’s rights
                                         and obligations under the Project Transmission Capacity Exchange Agreement and the Transmission
                                         Easement Agreements; provided, however, in the event
                                         of a Transfer as a result of or in connection with the exercise of a Collateral Assignment,
                                         all monetary obligations of the transferring Owner that accrued prior to the date of
                                         Transfer will not be included in such Transfer and will remain the obligation of the
                                         transferring Owner.



 


		10.3.1.2	Partial
                                         Transfers. An Owner may not Transfer less than one hundred percent (100%) of its
                                         Ownership Percentage unless the Transfer is a Permitted Transfer pursuant to Section
                                         10.2.1 (Transfer to Affiliate(s)), 10.2.4 (Transfer to a Third
                                         Party), 10.2.5 (Management Committee Approval) or 10.2.7
                                         (Freeze). In connection with any such Transfer to a Third Party, the Third Party transferee
                                         will not be entitled to appoint an Owner Representative or an Alternate to the Management
                                         Committee, 



 



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		 	as provided in Section 3.2.3; however, there shall be no limitation
                                         on the right of the transferring Owner to agree to any voting provisions with the Third
                                         Party transferee as the transferring Owner deems to be appropriate.




 


		10.3.1.3	Delivery
                                         of Transfer Documents. The transferee or transferor of the Ownership Percentage must
                                         deliver to the Management Committee an assignment, assumption, partial novation and joinder
                                         agreement substantially in the form attached hereto as Exhibit E-1,
                                         or assignment, assumption, novation and joinder agreement substantially in the form
                                         attached hereto as Exhibit E-2, as applicable (each, a “Transfer
                                         Agreement”) executed by the transferee and transferor (which the Owners that
                                         are not the transferor or transferee agree to promptly execute), in each case
                                         terms of which may be waived by the Management Committee;



 


		10.3.1.4	Transfer
                                         Will Not Result in Default. The Transfer will not result in (i) a default that is
                                         immediate under this Agreement or any other Project Agreement or (ii) a violation of
                                         Applicable Law, in each case unless satisfaction of this condition is waived by the Management
                                         Committee;



 


		10.3.1.5	Transfer
                                         Will Not Cause Certain Events. The Transfer will not cause the Project or either
                                         Owner (other than the Owners that are the transferor or transferee) to be subject to
                                         any Applicable Law to which it was not previously subject which could reasonably be expected
                                         to adversely affect (i) the ability of the Project to proceed in accordance with the
                                         Project Budget, according to the BSSE Design Criteria Guidelines, or achieve the Substantial
                                         Completion date or (ii) any Governmental Approvals previously obtained or to be obtained
                                         by the Project or either Owner or (iii) operations resulting from additional regulation
                                         related to the transferee’s status, in each case unless satisfaction of this condition
                                         is waived by the Management Committee;



 


		10.3.1.6	Delivery
                                         of Opinion of Counsel. Unless waived by the Management Committee, the transferee
                                         delivers an opinion of counsel in form and substance and from a law firm or in-house
                                         counsel reasonably satisfactory to the Management Committee with respect to the transferee’s
                                         (i) organization and good standing in its jurisdiction of organization, (ii) legal authority
                                         to conduct its business in each jurisdiction in which the Project is or will be located,
                                         (iii) authorization to enter into this Agreement and the other Project Agreements and
                                         to perform its obligations hereunder and thereunder and (iv) compliance with its organizational
                                         and other governing instruments and documents and its financing contracts, commitments
                                         and arrangements in connection with its assumption, to the extent required by Section
                                         10.3.1.1, of the transferor’s rights, obligations and interests under this
                                         Agreement and the other Project Agreements, and in each case subject



 



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		 	to qualifications
                                         of legal opinions of the kind and nature used in comparable transactions; and




 


		10.3.1.7	Delivery
                                         of Final Orders for Governmental Approvals. The transferee and the transferring Owner
                                         deliver to the Management Committee Final Orders for all Governmental Approvals required
                                         for the Transfer and assumption of the related rights, obligations, liabilities and interests
                                         under this Agreement and the other Project Agreements, unless receipt of a Final Order
                                         is waived by the Management Committee.



 


		10.4	First
                                         Negotiation. If an Owner (the “Offering Owner”) desires to engage
                                         in a Permitted Transfer pursuant to Section 10.2.4 (Transfer
                                         to a Third Party), then it will give the other Owner who is a Non-Defaulting Owner (the
                                         “ROFN Offeree Owner”) written notice of (i) the Ownership Percentage
                                         it desires to Transfer (the “Offered Percentage”), (ii) the terms
                                         on which the Offering Owner desires to Transfer the Offered Percentage, including the
                                         aggregate purchase price and payment terms for the Offered Percentage (collectively,
                                         the “Offered Terms”) and (iii) with respect to the proposed
                                         transferee, (a) the name, address and description of the proposed transferee, (b) any
                                         terms of Transfer agreed upon by the Offering Owner and the proposed transferee, even
                                         if such terms are not binding on either party and (c) with respect to the Third Party
                                         proposed transferee, evidence that the Third Party satisfies the conditions in Section
                                         10.2.4 (the “ROFN Trigger Notice”). Upon receipt of the ROFN
                                         Trigger Notice, the ROFN Owner will have the following right of first negotiation with
                                         regard to the Offered Percentage (the “ROFN”):



 


		10.4.1	ROFN
                                         Offeree Owner’s Option. For a period of sixty (60) days beginning with the
                                         receipt of the ROFN Trigger Notice by the ROFN Offeree Owner (the “ROFN Option
                                         Period”), the ROFN Offeree Owner will have the right to negotiate with the
                                         Offering Owner for the purchase of all but not less than all of the Offered Percentage.
                                         If a ROFN Offeree Owner desires to negotiate with the Offering Owner for such purchase,
                                         it will give written notice to the Offering Owner within five (5) Business Days after
                                         its receipt of the ROFN Trigger Notice. Within ten (10) Business Days after such notice
                                         to the Offering Owner, the Parties shall schedule an initial meeting between the ROFN
                                         Offeree Owner and Offering Owner.



 


		10.4.1.1	[RESERVED].



 


		10.4.1.2	Good
                                         Faith Negotiation. During the ROFN Option Period, the Offering Owner must negotiate
                                         in good faith with the ROFN Offeree Owner to sell the Offered Percentage; provided,
                                         however, the Offering Owner’s unwillingness to accept economic terms
                                         that are not as beneficial to it as the Offered Terms will not be deemed to mean that
                                         the Offering Owner did not negotiate in good faith.



 


		10.4.1.3	Exclusivity.
                                         During the ROFN Option Period, the Offering Owner must negotiate exclusively with the
                                         ROFN Offeree Owner to sell the Offered Percentage and may not, directly or indirectly,
                                         through any 



 



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		 	shareholder, representative or otherwise, discuss, solicit, entertain or
                                         negotiate with any Third Party for the sale or disposition of some or all of the Offered
                                         Percentage. During the five (5) Business Days after the last day of the ROFN Option Period
                                         and, if the ROFN Offeree Owner elects to purchase one hundred percent (100%) of the Offered
                                         Percentage, then until the later of (i) the date that is thirty-five (35) days after
                                         the end of the ROFN Option Period and (ii) the date the Offering Owner files with the
                                         applicable Governmental Bodies any documentation necessary for it to obtain any Governmental
                                         Approvals required for it to sell the Offered Percentage, the Offering Owner will not,
                                         directly or indirectly, through any shareholder, representative or otherwise, discuss,
                                         solicit, entertain or negotiate with any Third Party for the sale or disposition of some
                                         or all of the Offered Percentage.




 


		10.4.1.4	Notice
                                         of Final Offered Terms. On the last day of the ROFN Option Period, the Offering Owner
                                         must provide written notice to the ROFN Offeree Owner of any changes to the Offered Terms
                                         and any other terms and conditions for the sale of the Offered Percentage that the Offering
                                         Owner has agreed to (the “Final Offered Terms”).



 


		10.4.1.5	ROFN
                                         Election Notice. The ROFN Offeree Owner will have the right to elect to purchase
                                         the Offered Percentage on the Final Offered Terms by delivering to the Offering Owner
                                         within five (5) Business Days after the last day of the ROFN Option Period, written notice
                                         specifying the ROFN Offeree Owner’s election to purchase (the “ROFN Election
                                         Notice”).



 


		10.4.1.6	[RESERVED].



 


		10.4.1.7	ROFN
                                         Purchase Price. The purchase price for the Offered Percentage set forth in the Final
                                         Offered Terms will be paid by the ROFN Offeree Owner at the closing (the “ROFN
                                         Closing”).



 


		10.4.1.7.1	Extension.
                                         If the Offering Owner has not received its necessary Governmental Approvals by the last
                                         day of the ROFN Closing date, then the Offering Owner may, but will not be obligated
                                         to, extend the ROFN Closing date upon the request of the ROFN Offeree Owner, for an additional
                                         number of days determined by the Offering Owner, which additional extension may be conditioned
                                         upon the ROFN Offeree Owner agreeing to certain terms and conditions.



 


		10.4.1.8	ROFN
                                         Closing. If the ROFN Trigger Notice (i) stated that the Offering Owner has a proposed
                                         Third Party transferee, (ii) attached a term sheet or letter of intent signed by the
                                         Offering Owner and such proposed Third Party transferee which included the material terms
                                         and conditions of the proposed Transfer and (iii) included evidence that the proposed
                                         



 



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		 	Third Party transferee satisfies the conditions in Section 10.2.4 (collectively,
                                         a “Bona Fide Third Party Transaction”), then the ROFN Closing
                                         will occur as set forth in Section 10.4.1.9.4 below, unless extended pursuant
                                         to Section 10.4.1.8.1.




 


		10.4.1.8.1	Automatic
                                         Extension if Bona Fide Third Party Transaction. If the ROFN Offeree Owner needs one
                                         or more Governmental Approvals to purchase the Offered Percentage or the Offering Owner
                                         needs one or more Governmental Approvals to sell the Offered Percentage, then the ROFN
                                         Closing will be extended for the lesser of (i) an additional two hundred seventy (270)
                                         days or (ii) the number of days the ROFN Offeree Owner and/or the Offering Owner needs
                                         to obtain its/their required Governmental Approvals to sell and purchase the Offered
                                         Percentage. Unless otherwise agreed, if either the ROFN Offeree Owner or the Offering
                                         Owner has not received Orders granting its required Governmental Approvals to sell or
                                         purchase the Offered Percentage within three hundred and sixty-five days (365) after
                                         the end of the ROFN Option Period, then commencing on the date that is three hundred
                                         and sixty-six days (366) after the end of the ROFN Option Period and ending on the date
                                         that is three hundred and ninety-five days (395) after the end of the ROFN Option Period
                                         (a) the ROFN Offeree Owner may terminate its election to purchase the Offered Percentage
                                         or (b) the Offering Owner may terminate its offer to sell the Offered Percentage to the
                                         ROFN Offeree Owner and the proposed Third Party transferee.



 


		10.4.1.9	Common
                                         ROFN Closing Provisions. The following provisions will apply to the ROFN Closing:



 


		10.4.1.9.1	Efforts
                                         to Obtain Governmental Approvals. If the ROFN Offeree Owner or the Offering Owner
                                         needs any Governmental Approvals to purchase or sell the Offered Percentage, each of
                                         the Offering Owner and the ROFN Offeree Owner agree to (i) use its commercially reasonable
                                         and good faith efforts to cooperate with each other in seeking all such Governmental
                                         Approvals, (ii) use its commercially reasonable and good faith efforts to expeditiously
                                         seek and obtain all such Governmental Approvals and (iii) keep each other reasonably
                                         informed about the status of its efforts to obtain such Governmental Approvals.



 


		10.4.1.9.2	Effect
                                         of Conditions Imposed in Governmental Approvals. If the Offering Owner receives one
                                         or more Orders granting its required Governmental Approvals to sell the Offered Percentage,
                                         but one or more of such Orders imposes material unsatisfactory conditions on the Offering
                                         Owner (as determined 



 



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		 	 in the sole discretion of the Offering Owner), then the Offering
                                         Owner may terminate its offer to sell the Offered Percentage within thirty (30) days
                                         after its receipt of any such Order. If the ROFN Offeree Owner receives one or more Orders
                                         granting its required Governmental Approvals to purchase the Offered Percentage, but
                                         one or more of such Orders imposes material unsatisfactory conditions on such ROFN Offeree
                                         Owner (as determined in the sole discretion of such ROFN Offeree Owner), then such ROFN
                                         Offeree Owner may terminate its election to purchase its desired portion of the Offered
                                         Percentage within thirty (30) days after its receipt of any such Order.




 


		10.4.1.9.3	ROFN
                                         Closing Date. The ROFN Closing may occur earlier than contemplated by the time periods
                                         specified herein if agreed by the Offering Owner and the ROFN Offeree Owner.



 


		10.4.1.9.4	ROFN
                                         Closing Location and Documentation. The ROFN Closing will be held at a location mutually
                                         agreed upon by the Offering Owner and the ROFN Offeree Owner. The Offering Owner will
                                         deliver documentation representing the Offered Percentage, duly endorsed for transfer,
                                         will represent and warrant that it has good and marketable title and interest to such
                                         Offered Percentage and that such Offered Percentage is free and clear from all Liens
                                         and interests of any Person at the time of the ROFN Closing and will take all other actions
                                         necessary or appropriate to Transfer the Offered Percentage as the ROFN Offeree Owner
                                         may reasonably request



 


		10.4.1.9.5	Reallocation
                                         of Percentages. At the ROFN Closing, (i) the Ownership Percentage of the ROFN Offeree
                                         Owner will be increased to equal the sum of (a) its Ownership Percentage immediately
                                         prior to the ROFN Closing plus (b) the Ownership Percentage purchased by it from the
                                         Offering Owner at the ROFN Closing, (ii) the Ownership Percentage of the Offering Owner
                                         will be decreased to equal the difference between (a) the Offering Owner’s Ownership
                                         Percentage immediately prior to the ROFN Closing (after giving effect to Section
                                         10.4.1.8) minus (b) the Ownership Percentage sold by it to the ROFN Offeree Owner
                                         at the ROFN Closing and (iii) the Parties will revise Exhibit B to reflect
                                         the same.



 


		10.4.2	Right
                                         of Offering Owner to Sell to Third Party. If (i) the ROFN Offeree Owner is a defaulting
                                         owner or does not provide notice pursuant to Section 10.4.1 indicating
                                         that it desires to negotiate with the Offering Owner, (ii) the ROFN Offeree Owner does
                                         not deliver the ROFN Election Notice to purchase one hundred percent (100%) of the Offered
                                         Percentage in accordance with Section 



 


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		 	10.4.1.5 or (iii) (a) the ROFN Offeree
                                         Owner has not received its necessary Governmental Approvals on or prior to the last day
                                         of the applicable period in Sections 10.4.1.7.1 or 10.4.1.8.1,
                                         or has terminated its election to purchase pursuant to 10.4.1.9.2 and
                                         (b) the Offering Owner has not terminated its offer to sell the Offered Percentage pursuant
                                         to 10.4.1.8.1(b) or 10.4.1.9.2, then the Offering Owner will
                                         be free to engage in a Permitted Transfer pursuant Section 10.2.4
                                         (Transfer to a Third Party) of all of the Offered Percentage as follows:




 


		10.4.2.1	Bona
Fide Third Party Transaction. The closing for the sale of the Offered Percentage to the Third Party must occur within one
hundred and eighty (180) days (i) after receipt of the ROFN Trigger Notice if Section 10.4.2(i) is applicable,
(ii) after the end of the ROFN Option Period if Section 10.4.2(ii) is applicable or (iii) after the end of the last
day of the applicable period if Section 10.4.2(iii) is applicable, in each case on the terms and conditions of and
to the transferee identified in the Bona Fide Third Party Transaction. If the Offering Owner does not sell all of its Offered
Percentage on such terms and to such transferee within such one hundred and eighty (180) day period, then any subsequent offer
of all or a portion of the Offering Owner’s Ownership Percentage will again be subject to the ROFN; provided, however,
if the sale is not completed within such one hundred eighty (180) day period as a result of an unavoidable delay resulting from
Government Approvals, the one hundred eighty (180) day period will be extended by up to an additional one hundred and eighty (180)
days as long as the sale is completed promptly upon receipt of such required Government Approvals.




 


Article
11

FINANCING; FINANCING INSTRUMENTS


 


		11.1	Pledge
                                         of Separate Property. No Owner or any Affiliate thereof will have the right to create
                                         any Lien on the Ownership Percentage or any other Property of any other Owner, or suffer
                                         to exist any such Lien that is created by an Owner or its Affiliate or arises through
                                         such Owner or its Affiliates and any such Lien will be null and void and the affected
                                         Owner may take such measures as are necessary to remove such Lien at the expense of the
                                         Owner that created the Lien or through which the Lien arose. The preceding sentence does
                                         not apply to or limit the contractual rights of the Owners contained in this Agreement,
                                         including the restrictions on Transfer contained in Article 10 and the
                                         rights and remedies contained in Articles 14 and 15.



 


		11.2	Financing
                                         Instruments. Each Owner may grant or may continue to suffer to exist (and may file
                                         or record as appropriate, or continue to maintain such filing or recordation), a Lien
                                         or Liens to Financing Parties to secure Financing against or with respect to, among other
                                         things, its Ownership Percentage. The grant or existence of such a Lien or Liens by an
                                         Owner is permissible under this Agreement; provided, however,
                                         that (i) no such Lien will confer on a Financing Party any greater rights under this
                                         Agreement than those of the Owner that granted such Lien to such Financing Party, except
                                         (a) where such Financing Party is granted, directly or by implication, an exemption pursuant
                                         to the provisions of this  



 



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		 	Agreement
related to Collateral Assignments or (b) as otherwise provided under Applicable Law, and (ii) any judicial or non-judicial foreclosure
sales under any such Liens and any conveyances in lieu of foreclosure under any such Liens will constitute a Transfer to which
the terms and conditions of Section 10.2.8 (Exercise of a Collateral Assignment) and 10.3.1 (Rules
and Conditions for Permitted Transfers) are applicable. For purposes of clarification, (a) a “Transfer as a result of or
upon exercise of a Collateral Assignment” is a transaction that is within the contemplation of clause (ii)
of this Section 11.2 and (b) this Section 11.2 applies to all Financing Instruments. 




 


		11.3	Financing
                                         Party Cure Rights. Any Financing Party has the right (but not the obligation), after
                                         receipt of a notice pursuant to Article 14 or Article 15,
                                         to cure any failure to pay by and on behalf of an Owner to which it has provided Financing,
                                         on the same terms and conditions that such Owner may cure such failure to pay.



 


Article
12

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


		12.1	Representations
                                         and Warranties. Each Owner as of the Effective Date makes the following representations
                                         and warranties to the other Owner, which representations and warranties survive the execution
                                         and delivery of this Agreement:



 


		12.1.1	Organization
                                         and Good Standing. Such Owner is, as set forth in the preamble to this Agreement,
                                         a corporation or a similar Person organized, existing and in good standing under the
                                         laws of the state of its formation and authorized to conduct business in each state in
                                         which authorization may be required to perform its obligations under this Agreement.



 


		12.1.2	Power
                                         and Authority. Such Owner has the power and authority to enter into and perform
                                         this Agreement and is not prohibited 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.



 


		12.1.3	Authorization.
                                         Such Owner has taken all action required by Applicable Law and its governing documents
                                         in order to approve, execute and deliver this Agreement.



 


		12.1.4	No
                                         Violation. The execution and delivery of this Agreement by such Owner, the performance
                                         by such Owner of its obligations hereunder and the consummation by such Owner of the
                                         transactions contemplated herein do not and will not: (i) contravene any Applicable Law
                                         in effect at the Effective Date or any Order in effect at the Effective Date of any Governmental
                                         Body or Arbitrator having jurisdiction over such Owner or its Property; (ii) result in
                                         a breach or violation of any of the terms and provisions of, or constitute a default
                                         under, any indenture, mortgage, deed of trust or other agreement in effect at the Effective
                                         Date and to which such Owner is a party or by which it or its Property is bound; or (iii)
                                         result in the creation or imposition of any Lien upon the Ownership Percentage or any
                                         other Property of any other Owner, other than Liens arising from the contractual rights
                                         of the Owners contained in this Agreement, including the restrictions on Transfer 



 



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		 	contained
                                         in Article 10 and the rights and remedies contained in Articles 14
                                         and 15.




 


		12.1.5	Approvals
                                         and Consents. No approval, consent or authorization of any Governmental Body
                                         or other Person is required for the execution and delivery by such Owner of this Agreement
                                         or the performance by such Owner of its obligations hereunder, except such approvals,
                                         consents or authorizations that have been given or obtained by such Owner and are in
                                         full force and effect.



 


		12.1.6	Binding
                                         Effect. This Agreement has been executed and delivered by such Owner. Assuming
                                         that the other Owner has all the requisite power and authority, and has taken all necessary
                                         action to execute and deliver this Agreement, this Agreement is the 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 creditor’s
                                         rights (e.g., bankruptcy, insolvency, moratorium) or by the exercise of judicial discretion
                                         in accordance with general principles of equity.



 


		12.1.7	Joint
                                         Use. Such Owner is acquiring its interest in the Project for the purpose of joint
                                         or common use of the Project as provided in the Project Agreements.



 


		12.2	Covenants.



 


		12.2.1	Compliance
                                         with Project Agreements. Each Owner will comply with the terms and conditions
                                         of all of the Project Agreements to which it is a party.



 


		12.2.2	[RESERVED].



 


		12.2.3	Governmental
                                         Approvals.



 


		12.2.3.1	Efforts
                                         Required to Obtain and Maintain Governmental Approvals. Each Owner will use commercially
                                         reasonable efforts to obtain and maintain any Governmental Approvals required to (i)
                                         perform its obligations under this Agreement and the other Project Agreements and (ii)
                                         develop, design, engineer, permit, construct, test, commission and operate the Project
                                         and its Discretely Owned Substation Assets.



 


		12.2.3.2	Efforts
                                         Required of Other Owners That Participate in Proceedings for Governmental Approvals.
                                         If an Owner participates in any Proceedings relating to Governmental Approvals being
                                         sought by (i) the other Owner pursuant to Section 12.2.3.1, such Owner
                                         will use commercially reasonable efforts to support the issuance of such approval(s)
                                         that are consistent with this Agreement and the other Project Agreements, and will oppose
                                         the efforts of any other Person to adversely affect either Owner’s rights under
                                         this Agreement or the other Project Agreements or (ii) another Owner in order for such
                                         other Owner to engage in a Permitted Transfer, the Owner participating in any such Proceedings
                                         will bear any internal and Third Party costs incurred by it unless such Third Party costs
                                         are incurred in connection with a Third Party Claim, in 



 



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		 	which case all Third Party costs
                                         incurred by it will be governed by Section 16.1.1.




 


		12.2.3.3	Right
                                         to Object to a Permitted Transfer. If an Owner is required to obtain any Governmental
                                         Approvals in order to engage in a Permitted Transfer, nothing in Section 12.2.3.2
                                         or elsewhere in this Agreement will preclude the other Owner from participating
                                         in any Proceeding relating to such Governmental Approvals, including opposition to the
                                         Permitted Transfer on any grounds other than an alleged violation of this Agreement.



 


		12.2.4	Project
                                         Real Property. Each Owner will cooperate in the acquisition of the Project Real
                                         Property.



 


		12.2.5	Availability
                                         of Personnel and Resources. Each Owner will make available, at reasonable times
                                         and locations, the personnel and resources necessary to complete such Owner’s responsibilities
                                         under this Agreement and the other Project Agreements to which it is a party.



 


		12.2.6	Risk
                                         of Loss and Damage. All risk, loss and damage arising out of the ownership, construction,
                                         operation, maintenance or improvement of all or any portions of the Project will be several
                                         and not joint, and will be incurred in proportion to each Owner’s Ownership Percentage.
                                         If an Owner, by reason of joint liability, is required to make any payment or incur any
                                         obligation that is not its own but that of another Owner, the provisions of Section
                                         16.2.3 will apply.



 


		12.2.7	[RESERVED].



 


		12.2.8	[RESERVED].



 


		12.2.9	Deposit
                                         by Assignee if No Longer Creditworthy. If a Person becomes an Owner after the
                                         Effective Date as the result of a Permitted Transfer pursuant to Section 10.2.1
                                         (Transfer to Affiliate) or 10.2.4 (Transfer to a Third Party),
                                         and it no longer qualifies as Creditworthy at any time during the twelve (12) Months
                                         immediately following the effective date of the Transfer Agreement to which it is a party
                                         (the “Transfer Effective Date”), such Owner must (i) promptly notify
                                         the Management Committee (a “Creditworthiness Failure Notice”) and
                                         (ii) if the date of such determination of loss of Creditworthy status occurs prior to
                                         the Substantial Completion Date of the Project, pay to the Main Escrow Account by wire
                                         transfer in immediately available funds an amount equal to one hundred percent (100%)
                                         of such Owner’s estimated payment obligations for CM Costs for the two (2) Months
                                         immediately following the Creditworthiness Failure Notice (the “Creditworthiness
                                         Loss Triggered Advance”). The Creditworthiness Loss Triggered Advance will
                                         be determined by the Management Committee based on the most recent Project Budget and
                                         will be held in the Main Escrow Account as an advance payment of such Owner’s payment
                                         obligations for CM Costs. The order of application for a Creditworthiness Loss Triggered
                                         Advance will be the same as



 



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		 	for
                                         Defaulting Owner Advance Amounts under Section 14.2.4.7. The failure to
                                         provide the notice required by this Section 12.2.9 or to pay the
                                         Creditworthiness Loss Triggered Advance will be deemed to be an Advance Default for all
                                         purposes of this Agreement.




 


Article
13

MAXIMUM CM COSTS


 


		13.1	Meeting
                                         to Consider Proposed Increase in the Maximum CM Cost Amount. The Management Committee
                                         will promptly meet to consider a Proposed Increase in the Maximum CM Cost Amount if requested
                                         by the Construction Manager under the Construction Management Agreement. After discussion
                                         at such meeting regarding the Proposed Increase in the Maximum CM Cost Amount, if an
                                         Authorized Owner Representative requests that the meeting be adjourned for up to seven
                                         (7) days to permit each Owner to further consider the Proposed Increase in the Maximum
                                         CM Cost Amount prior to a Management Committee vote thereon, then the meeting will be
                                         adjourned for up to seven (7) days to a date specified by the Chair. If no such adjournment
                                         request is made, then at such meeting, or if an adjournment request is made, then at
                                         the adjourned meeting, the Management Committee will vote on the Proposed Increase in
                                         the Maximum CM Cost Amount.



 


		13.2	Failure
                                         to Approve. If the Management Committee meets to consider a Proposed Increase in
                                         the Maximum CM Cost Amount pursuant to the request of the Construction Manager under
                                         the Construction Management Agreement or otherwise, but does not approve the Proposed
                                         Increase in the Maximum CM Cost Amount at the meeting or the adjourned meeting referred
                                         to in Section 13.1, it will determine whether there should be a revision
                                         in the size, character, design or capacity of the Project. If the Management Committee
                                         does not approve such a revision, then (i) either Owner may agree to assume the Proposed
                                         Increase in the Maximum CM Cost Amount, provided that the revisions in the size, character,
                                         design or capacity of the Project are consistent with the BSSE Design Criteria Guidelines
                                         and Good Utility Practice or (ii) if neither Owner assumes the Proposed Increase in the
                                         maximum CM Cost Amount, the Management Committee will adopt and implement the Wind-up
                                         Plan.



 


		13.3	Approval.
                                         If the Management Committee approves a Proposed Increase in the Maximum CM Cost Amount,
                                         then as soon as practicable thereafter, the Management Committee will give a notice to
                                         the Owners of an offering to fund the Proposed Increase in the Maximum CM Cost Amount
                                         (the “Cost Offering”) that states: (i) the amount of the Cost Offering;
                                         (ii) each Owner’s right to elect to increase its payment obligation for CM Costs
                                         in any amount up to the total Proposed Increase in the Maximum CM Cost Amount; (iii)
                                         the offering process described in Section 13.4 (including required
                                         response dates); and (iv) the mandatory termination of the Project if the Cost Offering
                                         is not fully subscribed by the Owners, unless the Management Committee determines pursuant
                                         to Section 13.1 and 13.2 to revise the CM Costs or the size,
                                         character, design or capacity of the Project.



 



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		13.4	Initial
                                         Round of the Cost Offering.



 


		13.4.1	Election
                                         Notice. On or prior to the date specified in the Cost Offering notice (the “Cost
                                         Offering Initial Round Subscription Date”), each Owner will give written
                                         notice to the Chair indicating either that the Owner elects not to increase its CM Cost
                                         payment obligation or that it elects to increase its CM Cost payment obligation pursuant
                                         to the Cost Offering. In the latter case, the Owner will include in its notice the maximum
                                         amount of the Cost Offering it elects to accept (which may exceed such Owner’s
                                         pro rata share) (the “Maximum Cost Offering Amount”).



 


		13.4.2	Allocation
                                         Between Owners. The Cost Offering amount will be allocated between the electing
                                         Owners in proportion to their Ownership Percentages (calculated without giving effect
                                         to the Owner(s) not electing to subscribe to the Cost Offering) as follows: (i) first
                                         to all electing Owners in an amount equal to the lesser of (a) their Maximum Cost Offering
                                         Amount or (b) their pro rata share based on their Ownership Percentages and (ii) then
                                         to all electing Owners whose Maximum Cost Offering Amount exceeded their pro rata share
                                         based on their Ownership Percentages, in an amount up to their Maximum Cost Offering
                                         Amount.



 


		13.4.3	Effect
                                         of Full Subscription by Owners. If the Cost Offering is fully subscribed by the
                                         Owners, then:



 


		(i)	the
                                         Proposed Increase in the Maximum CM Cost Amount (the “New Maximum CM Cost Amount”)
                                         will take effect immediately and automatically at such time as the CM Costs exceed the
                                         Original Maximum CM Cost Amount (the “Cost Offering Effective Date”);
                                         and



 


		(ii)	from
                                         and after the Cost Offering Effective Date, each Owner that subscribed to the Cost Offering
                                         will be obligated to pay a percentage of all CM Costs equal to the amount of the Cost
                                         Offering allocated to such Owner divided by the aggregate amount of the Cost Offering
                                         (the “Incremental Cost Offering CP Percentage”) and the Parties will
                                         revise Exhibit B to reflect the same and the resulting change in the Percentages
                                         after application of the Formula.



 


		13.4.4	Effect
                                         of Partial Subscription. If the Cost Offering is not fully subscribed, (i) the
                                         Cost Offering will be deemed to have failed and (ii) the Management Committee will determine
                                         within thirty (30) days after expiration of the Cost Offering whether there should be
                                         a revision in the CM Costs, or the size, character, design or capacity of the Project
                                         or to take other action (including offering an ownership interest in the Project to a
                                         Third Party). If the Management Committee does not approve such a revision within such
                                         thirty (30) day period or vote to take other action, the Management Committee will adopt
                                         and implement the Wind-up Plan upon the expiration of such thirty (30) day period.



 



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Article
14

DEFAULTS RELATED TO CONSTRUCTION ACTIVITIES


 


		14.1	Definitions
                                         for Defaults Related to Construction Activities.



 


		14.1.1	Definition
                                         of Construction Period Payment Default.



 


		14.1.1.1	General
                                         Definition of Construction Period Payment Default. A “Construction Period
                                         Payment Default” is: the failure of an Owner, at any time on or prior to the
                                         Final Completion Date of the Project, to pay any CM Costs required to be paid by it under
                                         this Agreement or the Construction Management Agreement, if payment is not received in
                                         the Main Escrow Account within fifteen (15) days after the date such payment was due.



 


		14.2	Provisions
                                         Governing Construction Period Payment Defaults.



 


		14.2.1	[RESERVED].



 


		14.2.2	Suspension
                                         of Defaulting CPP Owner Voting Rights Upon Construction Period Payment Default.
                                         At such time as an Owner becomes a Defaulting Owner as the result of a Construction Period
                                         Payment Default (a “Defaulting CPP Owner”), it will cease to be entitled
                                         to exercise any voting rights under this Agreement except with respect to voting rights
                                         provided for under Section 19.1.2; in such case the decisions of the Management
                                         Committee will be made by the Authorized Owner Representative of the Non-Defaulting Owner.
                                         The suspended rights of the Defaulting CPP Owner pursuant to the first sentence of this
                                         Section 14.2.2 will immediately and automatically be reinstated on the
                                         first to occur of (a) the Defaulting CPP Owner’s cure of all Construction Period
                                         Payment Defaults within the applicable CPP Default Cure Period in accordance with Section
                                         14.2.4, or (b) the Substantial Completion Date of the Project, if the Defaulting
                                         CPP Owner remains an Owner as of such date.



 


		14.2.3	Non-Defaulting
                                         CPP Owner Advance Following Construction Period Payment Default. On or prior
                                         to the first (1st) Business Day of the Month immediately succeeding the Month in which
                                         a Construction Period Payment Default occurs, the Owner that is not the Defaulting CPP
                                         Owner (the “Non-Defaulting CPP Owner”), may pay in its sole discretion,
                                         as an advance of CM Costs that will become due from such Non-Defaulting CPP Owner in
                                         the future (an “Advance”), to the applicable Project Account of all
                                         or any part of the amount owed by the Defaulting CPP Owner based on the most recent invoice
                                         from the Construction Manager (in each case excluding any amounts owed in respect of
                                         CPP Default Accrued Interest, CPP Default OPCs, the CPP Default Late Fee or Defaulting
                                         Owner Advance Amounts pursuant to Section 14.2.4) (the “Deficiency
                                         Amount”) and may make additional Advances on or prior to the first (1st) Business
                                         Day of any Month following the Month in which the initial Advance for such Construction
                                         Period Payment Default occurs, of all or any part of Deficiency 



 


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		 	Amounts of such Defaulting
                                         CPP Owner. The Deficiency Amount is the obligation of the Defaulting CPP Owner and the
                                         Advances do not relieve the Defaulting CPP Owner of its obligation to make all payments
                                         when due hereunder.




 


		14.2.3.1	Obligation
                                         Applies After Use of Defaulting CPP Owner Advance Amounts. The Non-Defaulting CPP
                                         Owner shall not make any Advances under Section 14.2.3 until all Defaulting
                                         Owner Advance Amounts previously deposited into the Main Escrow Account by the Defaulting
                                         CPP Owner have been applied to the Deficiency Amount.



 


		14.2.3.2	[Reserved.]



 


		14.2.3.3	Effect
                                         of Uncured Default and Absence of Non-Defaulting Owner Advance. If, during the continuance
                                         of a Construction Period Payment Default, there are no Advances made by the other Owner,
                                         the Management Committee will immediately meet to determine how to proceed and to determine
                                         the terms on which the Non-Defaulting Owner would be willing to become an Advancing Owner
                                         to remit all Deficiency Amounts, or whether there should be a revision to the size, character,
                                         design or capacity of the Project, or whether to proceed under Article 19
                                         to terminate the Project and adopt and implement a Wind-up Plan. The Parties may also
                                         by mutual agreement determine to bring in a Third Party as an additional Owner to fund
                                         the shortfall created by the Construction Period Payment Default.



 


		14.2.4	Requirements
                                         for and Effect of Cure of Construction Period Payment Default. A Defaulting CPP
                                         Owner may cure a Construction Period Payment Default (a “Curable Construction
                                         Period Payment Default”) only by satisfying, within the period specified in
                                         Section 14.2.4.1, the requirements of Sections 14.2.4.2, 14.2.4.3,
                                         14.2.4.4, 14.2.4.5, and 14.2.4.6.1. Unless satisfied
                                         in compliance with the preceding sentence, a Defaulting CPP Owner may not cure a Construction
                                         Period Payment Default (an “Uncurable Construction Period Payment Default”).



 


		14.2.4.1	Cure
                                         Period for Curable Construction Period Payment Default. Unless extended in writing
                                         by the Non-Defaulting Owner, the Defaulting CPP Owner will have a period of forty-five
                                         (45) days after the occurrence of a Curable Construction Period Payment Default (the
                                         “CPP Default Cure Period”) within which to take all actions required
                                         to cure the Curable Construction Period Payment Default.



 


		14.2.4.2	Deficiency
Amount for Curable Construction Period Payment Default. The Defaulting CPP Owner must pay to the Main Escrow Account the total
amount of all CM Costs that the Defaulting CPP Owner has not paid when due under this Agreement.



 



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	 	14.2.4.3	Out-of-Pocket Costs for Curable Construction Period Payment Default.  The Defaulting CPP Owner must pay to the Main Escrow Account, for the benefit of the Non-Defaulting CPP Owner that has made an Advance pursuant to Section 14.2.3 (the “Advancing Owner”), all out-of-pocket costs incurred by such Advancing Owner as a result of it making an Advance (the “CPP Default OPCs”).
	 	 	 


	  	14.2.4.4	Default Late Fee for Curable Construction Period Payment Default.  The Defaulting CPP Owner must pay to the Main Escrow Account, for the benefit of the Advancing Owner, a late fee equal to five percent (5%) of the amount of the Curable Construction Period Payment Default (the “CPP Default Late Fee”).
	 	 	 


	  	14.2.4.5	Interest for Curable Construction Period Payment Default.  The Defaulting CPP Owner must pay to the Main Escrow Account, for the benefit of the Advancing Owner, interest at the Late Payment Rate calculated on the basis of annual compounding and the actual number of days elapsed on (i) the Advance made by such Advancing Owner from the day such Advance was made by such Advancing Owner through and including the date that the Defaulting CPP Owner cures the Curable Construction Period Payment Default, and (ii) the CPP Default OPCs from the day the related Advance was made by such Advancing Owner through and including the date that the Defaulting CPP Owner cures the Curable Construction Period Payment Default ((i) and (ii) are collectively referred to as the “CPP Default Accrued Interest”).
	 	 	 


	  	14.2.4.6	Defaulting CPP Owner Advance Amounts.
	 	 	 


	  	14.2.4.6.1	Defaults. The Defaulting CPP Owner, upon its first and each subsequent Curable Construction Period Payment Default, must pay to the Main Escrow Account an amount equal to one-sixth (1/6th) of such Defaulting CPP Owner’s estimated payment obligations for CM Costs under this Agreement, for the twelve (12) Months immediately following the Month in which such Curable Construction Period Payment Default occurred or, if less, the number of Months immediately following the Month in which such Curable Construction Period Payment Default occurred until the Substantial Completion Date of the Project (the “Defaulting Owner Advance Amounts”).
	 	 	 


	  	14.2.4.6.2	[Reserved.]
	 	 	 


	  	14.2.4.6.3	Basis for Determining and Treatment
of Defaulting Owner Advance Amounts.  Any Defaulting Owner Advance Amounts will be determined by the Non-defaulting
Owner based on the most recent Project Budget.  Any Defaulting Owner Advance Amounts will be held in the Main Escrow
Account as security 



 



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	 	 	for the  Defaulting CPP Owner’s
    payment obligations for CM Costs under this Agreement.
	 	 	 


	  	14.2.4.7	Order of Application of Defaulting CPP Owner Payments.  All amounts paid by the Defaulting CPP Owner pursuant to Sections 14.2.4.2 through 14.2.4.6, will be applied in the following order:  (i) to the repayment of CPP Default OPCs; (ii) to the payment of the CPP Default Accrued Interest; (iii) to the payment of the CPP Default Late Fee; and (iv) to the payment of the Defaulting Owner Advance Amounts.  The Defaulting Owner Advance Amounts, and any interest accrued thereon, will be applied first to any payments due by such Defaulting CPP Owner under this Agreement upon the occurrence of a subsequent Curable Construction Period Payment Default by such Defaulting CPP Owner.  For the avoidance of doubt, the application of the Defaulting Owner Advance Amounts pursuant to this Section 14.2.4.7 will not constitute a cure of any subsequent Curable Construction Period Payment Default by the Defaulting CPP Owner.  The balance of any Defaulting Owner Advance Amounts will be refunded to the Defaulting Owner upon Final Completion.
	 	 	 


	  	14.2.4.8	Restoration of Voting Rights Upon Cure of Curable Construction Period Payment Default.  If a Defaulting CPP Owner cures its Curable Construction Period Payment Default in accordance with Sections 14.2.4.1 through 14.2.4.6, the rights suspended pursuant to Section 14.2.2 will be restored as provided in Section 14.2.2.
	 	 	 


	  	14.2.4.9	Effect of Prior Cured Curable Construction Period Payment Default on Subsequent Curable Construction Payment Period Defaults.  A Defaulting CPP Owner’s cure of a Curable Construction Period Payment Default will not suspend or modify the application of the terms set forth in Section 14.1.1.2 with respect to any subsequent Curable Construction Period Payment Default by that same Owner.
	 	 	 


	  	14.2.5	Automatic Freeze of Defaulting
    CPP Owner’s Interest if Curable Construction Period Payment Default Not Cured or Uncurable Construction Period Payment
    Default Occurs; Provisions Applicable to Automatic Freeze.  If
the Defaulting CPP Owner fails to cure a Curable Construction Period Payment Default on or prior to the last day of the CPP Default
Cure Period in accordance with Section 14.2.4 or upon the occurrence of an Uncurable Construction Period Payment
Default, then the Defaulting CPP Owner’s right to make any further payments in respect of all or a portion of the Deficiency
Amount or any CM Costs, immediately and automatically will be revoked on the day immediately succeeding the (i) last day of the
CPP Default Cure Period or (ii) occurrence of the Uncurable Construction Period Payment Default (a “Freeze”).  In
the event of a Freeze the following will apply:





 


	  	14.2.5.1	[RESERVED].


 



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	  	14.2.5.2	[RESERVED].
	 	 	 


	  	14.2.5.3	[RESERVED].
	 	 	 


	  	14.2.5.4	Management Committee Determination in Absence of Completed Project.  If, on the date of a Freeze, the Final Completion Date has not yet occurred, then as soon as practicable after the occurrence of a Freeze, the Management Committee will determine how the DO’s Deficiency Amount and Future Payment Obligations will be paid. The Non-Defaulting CPP Owner must be given the opportunity to pay the Deficiency Amount and subscribe to the DO’s Future Payment Obligations.  In addition, (i) the Percentage of the Defaulting CPP Owner will be reduced in accordance with the Formula to reflect payment by others of its Deficiency Amount and Future Payment Obligations, (ii) the Ownership Percentage of the Owners paying such Deficiency Amount and Future Payment Obligations will be increased in accordance with the Formula on the day of each such reduction in the Percentages of the Defaulting CPP Owner and (iii) the Parties will revise Exhibit B to reflect the new Percentages of the Owners. For purposes of applying the Formula and determining the new Percentages, the CM Costs paid by the Owners will take into account all amounts advanced by the Non-Defaulting CPP Owner and any applicable interest and fees owing to the Non-Defaulting CPP Owner.
	 	 	 


	14.3	[RESERVED]. 
	 	 



	14.4	[RESERVED].


	  	


	14.5	[RESERVED].


	  	


	14.6	[RESERVED].


	  	


	14.7	[RESERVED].




 

14.8       Additional
Cure Period for Financing Instrument.  Notwithstanding anything to the contrary in this Article 14,
to the extent that any act or action otherwise required by the terms of this Agreement, other than the payment of monies, would
cause an Owner to be in default under a facility mortgage as the result of a Default governed by this Article 14,
such act or action will be stayed for a period not exceeding sixty (60) days to provide such Owner or its Financing Party time
to avoid or cure such default under such facility mortgage.

 






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ARTICLE 15


 


DEFAULTS RELATED TO
OPERATIONS ACTIVITIES; GENERAL DEFINITIONS; COVENANT DEFAULTS; INJUNCTIVE RELIEF, SPECIFIC PERFORMANCE, AND SET-OFF RIGHTS


 


	15.1	General Provisions Related to Defaults.


	  	


	  	15.1.1	[RESERVED].


	  	


	  	15.1.2	[RESERVED].


	  	


	  	15.1.3	Covenant Default.  Each of
the following is a “Covenant Default”:





 


	  	15.1.3.1	Failure of Covenants. The failure of an Owner to keep, observe or perform in any material respect the terms, covenants or obligations under this Agreement (other than a Construction Period Payment Default) or the breach by an Owner in any material respect of any of the representations or warranties contained in this Agreement, in each case if the Non-Defaulting Owner determines that such failure or breach has occurred (the “Performing Owner”) and to:
	 	 	 


	  	(i)	declare a default and that such failure or breach is not susceptible to cure, upon notice by the Performing Owner to the Owner with respect to which such failure or breach has occurred (the “Non-Performing Owner”); or
	 	 	 


	  	(ii)	declare a default and that such failure or breach is susceptible to cure within thirty (30) days after notice by the Performing Owner to the Non-Performing Owner, if such Non-Performing Owner has not cured such failure or breach within such thirty (30) day period; provided, however, that if the Non-Performing Owner notifies the Performing Owner within five (5) days after its receipt of such notice that it (a) reasonably and in good faith believes that such failure or breach is not susceptible to cure within such thirty (30) day period but is susceptible to cure within the number of days set forth in such Non-Performing Owner’s notice which in no event may exceed ninety (90) days and (b) will diligently and in good faith proceed to remedy such failure or breach during the entirety of such period, then the Performing Owner, may extend the period of time that such Non-Performing Owner has to cure such failure or breach for such number of days as determined by the Performing Owner and will provide notice of such extension to such Non-Performing Owner.
	 	 	 


	  	15.1.3.2	Failure of Individually Enforceable
Obligations.  The failure of an Owner to keep, observe or perform the terms, covenants or obligations



 






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	 	 	under Articles 16 (Third Party Claims; Shared Liability; Effect of Insurance;
    and Contribution), 17 (Confidentiality) or 18 (Dispute Resolution for Excluded
    Matters) or Sections 10.4 (First Negotiation), or 19.3.1.3 (Effect of Wind-up
    Plan on Ownership Percentages) of this Agreement or Section 3 of Schedule 1 (collectively,
    the “Individually Enforceable Obligations”) in each case if any Performing Owner determines:
	 	 	 


	  	(i)	to declare a default and that such failure is not susceptible to cure, upon notice by such Performing Owner to the Non-Performing Owner; or
	 	 	 


	  	(ii)	to declare a default and that such failure is susceptible to cure within thirty (30) days after notice by such Performing Owner to the Non-Performing Owner, if such Non-Performing Owner has not cured such failure within such thirty (30) day period; provided, however, that if the Non-Performing Owner notifies such Performing Owner within five (5) days after its receipt of such notice that it (a) reasonably and in good faith believes that such failure is not susceptible to cure within such thirty (30) day period but is susceptible to cure within the number of days set forth in such Non-Performing Owner’s notice which in no event may exceed ninety (90) days and (b) will diligently and in good faith proceed to remedy such failure during the entirety of such period, then such Performing Owner may extend the period of time that such Non-Performing Owner has to cure such failure for such number of days as determined by the such Performing Owner and will provide notice of such extension to such Non-Performing Owner.
	 	 	 


	15.2	Provisions Governing Operations Payment Defaults.


	  	


	  	15.2.1	Requirements for Cure of Operations Payment Default. An Owner
that becomes a Defaulting Owner as a result of an Operations Payment Default may cure the Operations Payment Default only by satisfying,
within the period specified in Section 15.2.1.1, the requirements of Sections 15.2.1.2, 15.2.1.3, 15.2.1.4,
and 15.2.1.5.





 


	  	15.2.1.1	Cure Period for Operations Payment Default.  A Defaulting Owner will have a period of ten (10) Business Days after the occurrence of an Operations Payment Default within which to take all actions required to cure the Operations Payment Default.
	 	 	 


	  	15.2.1.2	Deficiency Amount for Operations Payment Default.  The Defaulting Owner must pay to the Main Escrow Account the total amount of all Project Costs, other than CM Costs, that the Defaulting Owner has not paid when due under this Agreement.
	 	 	 






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	  	15.2.1.3	Out-of-Pocket Costs for Operations Payment Default.  The Defaulting Owner must pay to the Main Escrow Account, for the benefit of the Non-Defaulting Owner, all out-of-pocket costs incurred by such Non-Defaulting Owner as a result of the Operations Payment Default (the “OP Default OPCs”).
	 	 	 


	  	15.2.1.4	Default Late Fee for Operations Payment Default.  The Defaulting Owner must pay to the Main Escrow Account, for the benefit of the other Owner, a late fee equal to five percent (5%) of the amount of the Project Costs that the Defaulting Owner failed to pay.
	 	 	 


	  	15.2.1.5	Interest for Operations Payment Default.  The Defaulting Owner must pay to the Main Escrow Account, for the benefit of the other Owner, interest at the Late Payment Rate calculated on the basis of annual compounding and the actual number of days elapsed on (i) the amount of the Project Costs that the Defaulting Owner failed to pay from the day such Project Costs were due through and including the date that the Defaulting Owner cures the Operations Payment Default and (ii) the OP Default OPCs from the day such Project Costs were due through and including the date that the Defaulting Owner cures the Operations Payment Default.
	 	 	 


	  	15.2.2	Remedies Applicable to Operations Payment Default.  The
remedies applicable to an Operations Payment Default are as set forth in Sections 15.5 and 15.6.





 


	15.3	[RESERVED].


	  	


	15.4	[RESERVED].


	  	


	15.5	Provisions Applicable to Certain Defaults.


	  	


	  	15.5.1	Available Damages.  In
the event of an Operations Payment Default or Covenant Default (collectively, the “Non-Exclusive Defaults”),
the Non-Defaulting Owner will be entitled to recover from the Defaulting Owner and the Defaulting Owner will be liable and obligated
to pay and reimburse the Non-Defaulting Owner for Damages incurred by such Non-Defaulting Owner that arise from, in connection
with or incident to its Default, including amounts in Section 15.2 with respect to an Operations Payment Default,
subject to the provisions of Section 15.5.2 below.





 


	  	15.5.2	No Consequential Damages.





	  	


	  	15.5.2.1	General Rule.  No Owner will be liable to any other Owner under this Agreement or any other Project Agreement for any special, incidental, consequential, indirect, exemplary, treble or punitive Damages, including loss of revenue, loss of profits, diminution of value, cost of capital, loss of goodwill or increased operating costs (collectively, “Consequential Damages”) except as provided in Section 15.5.2.2.
	 	 	 




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	  	15.5.2.2	Exceptions. An Owner will be liable to another Owner for Consequential Damages (i) arising for indemnification of Third Party Claims pursuant to Section 16.1 (including a Shared Liability), (ii) arising from the failure of an Owner to pay Damages that have been established by mutual agreement or pursuant to the dispute resolution procedures in Article 18 or Section 3 of Schedule 1 as due and owning hereunder or (iii) expressly provided in any other Project Agreement.
	 	 	 





	  	15.5.3	Remedies Not Exclusive. In the event
of a Non-Exclusive Default, the Non-Defaulting Owner may exercise any remedies provided for in Section 15.5 or 15.6
or now or hereafter existing under Applicable Law, at law, in equity, by statute or otherwise, and each and every such remedy will
be cumulative and will be in addition to every other such remedy.  In the event of any such Non-Exclusive Default, the
pursuit by an Owner of any specific remedy will not be deemed to be an election of that remedy to the exclusion of any other, whether
provided hereunder or under Applicable Law, by law, equity or statute.





 


	  	15.5.4	Interest on Overdue Obligations.  If
any amount due hereunder, other than CM Costs or an Advance (which are addressed in Section 14.2) or Operations Expenses
(which are addressed in Section 15.2), is not paid by the due date thereof, the Owner owing such obligation will
pay to the other Owner that is not then a Defaulting Owner or to the applicable Project Account for the benefit of the Owner that
is not then Defaulting Owner, as appropriate, interest thereon at the Late Payment Rate concurrently with the payment of the amount,
such interest to begin to accrue as of the due date of such payment.  Any payment of interest at the Late Payment Rate
pursuant to this Agreement will not excuse or cure any Default hereunder.  All payments will first be applied to the
payment of accrued but unpaid interest.  The amount of any judgment obtained by one Owner against another Owner in any
Proceeding arising out of a Non-Exclusive Default by such other Owner under this Agreement will bear interest until paid at the
greater of (i) the Late Payment Rate or (ii) the judgment rate under Applicable Law.





 


	15.6	Common Provisions Applicable to All Defaults.


	  	


	  	15.6.1	Injunctive Relief and Specific Performance. The Owners
agree that in the event of a Default, the Non-Defaulting Owner will be entitled to seek and obtain a temporary or permanent injunction,
specific performance or other equitable relief specifically to enforce an Owner’s obligations under this Agreement without
the necessity of posting a bond.





 


	  	15.6.2	Right of Set-Off.  Each
Non-Defaulting Owner will have the right to set-off against any amount it owes to a Defaulting Owner under this Agreement or any
other Project Agreement, all amounts due to such Non-Defaulting Owner from the Defaulting Owner pursuant to this Agreement or any
other Project Agreement.





 


15.7          Additional
Cure Period for Financing Instrument.  Notwithstanding anything to the contrary in this Article 15,
to the extent that any act or action otherwise required by the terms of 




 



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this Agreement, other than the payment of monies, would cause an Owner to be in default under a facility mortgage as the result of a Default governed by this Article 15, such act or action will be stayed for a period not exceeding sixty (60) days to provide such Owner or its Financing Party time to avoid or cure such default under such facility mortgage.  The foregoing will not be applicable after the Substantial Completion Date of the Project.






 


ARTICLE 16 


THIRD PARTY CLAIMS;
SHARED LIABILITY; EFFECT OF INSURANCE; AND CONTRIBUTION


 


	16.1	Third Party Claims.





 


	  	16.1.1	Indemnification.  To
    the maximum extent permitted by Applicable Law, each Owner (an “Indemnifying Owner”), will defend, indemnify
    and hold harmless, the other Owner, its Affiliates and its respective directors, officers, shareholders, members, partners,
    employees and agents (collectively, the “Indemnified Persons”) from and against any and all Damages, including
    Consequential Damages, arising from a claim or a Proceeding instituted by a Third Party (a “Third Party Claim”)
    (other than Third Party Claims that are a Shared Liability, in which case Section 16.2 will apply) as a result
    of or arising out of or in connection with: (i) the Indemnifying Owner’s performance of or failure to perform its obligations
    under this Agreement; (ii) the failure of any representation or warranty made by the Indemnifying Owner in this Agreement
    to be true and correct in all respects as of the date of this Agreement; (iii) the Transfer by the Indemnifying Owner of any
    portion of its Ownership Percentage (but excluding any and all (a) Damages arising out of acts or omissions of the transferee
    once it becomes an Owner and (b) internal costs incurred by an Owner that participates in any Proceedings relating to Governmental
    Approvals being sought by an Indemnifying Owner in order for such Indemnifying Owner to engage in a Permitted Transfer); (iv)
    a Non-Defaulting Owner’s or the Management Committee’s exercise of any remedies permitted under this Agreement
    as a result of a Default by the Indemnifying Owner; or (v) the Indemnifying Owner’s acts or omissions that (a) are unrelated
    to the Project, including acts or omissions of an Owner with respect to Non-Project Modifications undertaken by an Owner,
    or (b) relate solely to the Indemnifying Owner’s Discretely Owned Substation (the Damages described in this Section
    16.1 are collectively referred to herein as “Third Party Claim Damages”).
	 	 	 


	  	


	  	16.1.1.1	Comparative Negligence.  With
respect to Third Party Claims alleging negligence by an Indemnified Person (other than Third Party Claims of negligence that are
a Shared Liability, in which case Section 16.2.1 will apply), an Indemnifying Owner will not be responsible for
that portion of any award as to which it is determined (whether in the Proceeding brought by the Third Party or in any subsequent
Proceeding commenced by an Owner to determine the allocation of liability) that the Indemnified Person was negligent to the extent
of the specific percentage of negligence allocated to such Indemnified Persons; 



 






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	 	 	provided, however,
    the foregoing will not relieve the Indemnifying Owner of its obligation to defend the Indemnified Persons in any such Third
    Party Claim in accordance with Section 16.1.1, subject to a right of reimbursement from the Indemnified Person
    for a proportionate share of defense costs including attorneys’ fees.
	 	 	 


	  	16.1.2	Notice of Third Party Claims.  Any
Indemnified Person will, promptly after the receipt of notice of any Third Party Claim against such Indemnified Person in respect
of which indemnification may be sought pursuant to Section 16.1.1, notify the Indemnifying Owner of such Third Party
Claim.  The Indemnifying Owner will not be obligated to indemnify any Indemnified Person with respect to any such Third
Party Claim if the Indemnified Person fails to notify the Indemnifying Owner thereof in accordance with the provisions of this
Section 16.1.2 in sufficient time to permit the Indemnifying Owner to defend against such Third Party Claim and to
make a timely response thereto, including any responsive motion or answer to a complaint, petition, notice or other legal, equitable
or administrative process relating to the Third Party Claim, but only insofar as such failure to notify the Indemnifying Owner
has actually resulted in material prejudice or damage to the Indemnifying Owner.





 


	  	16.1.3	Defense of Third Party Claims.  In
    case any such Third Party Claim is made or brought against an Indemnified Person, the Indemnifying Owner will assume the defense
    thereof with counsel, selected by the Indemnifying Owner, who is free of any conflicts of interest, is competent and experienced
    to defend the Indemnified Person and is reasonably acceptable to the Indemnified Person.  The Indemnified Person
    will not have the right to be solely defended by such counsel; such counsel may represent multiple clients in such circumstances,
    so long as a conflict of interest in such representation does not exist during the period of such representation. In such
    circumstances, the Indemnified Person will (i) cooperate with the Indemnifying Owner and provide the Indemnifying Owner with
    such information and assistance as the Indemnifying Owner(s) reasonably requests in connection with such Third Party Claim
    and (ii) at its own expense, have the right to participate and be represented by counsel of its own choice (by attendance
    and observation only) in any such Proceeding and in all conferences with all Persons (or their counsel), including Governmental
    Bodies, with respect to any such Third Party Claim. If the Indemnifying Owner assumes the defense of the relevant Third Party
    Claim, (a) the Indemnifying Owner(s) will not be liable for any settlement thereof that is made without its prior written
    consent, which consent will not be unreasonably withheld, delayed or conditioned, and (b) the Indemnifying Owner will control
    the settlement of such Third Party Claim; provided, however, that the Indemnifying Owner will not conclude
    any settlement that requires any action or forbearance from action or payment (unless paid in full by the Indemnifying Owner)
    or admission by the Indemnified Person or any of its Affiliates without the prior approval of the Indemnified Person. Any
    such contrary settlement will require the prior written consent of the Indemnified Person, which consent will not be unreasonably
    withheld, delayed or conditioned. 


 






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	  	16.1.4	Prejudicial Actions.  The
obligations of an Indemnifying Owner will not extend to any Damages to the extent the same results from the act or omission of
the Indemnified Person (unless required by Applicable Law or applicable legal process) after the Indemnified Person has received
notice of the Third Party Claim against it that materially prejudices the defense of the Third Party Claim, without, in any such
case, the prior written consent of the Indemnifying Owner (such consent not to be required in a case where the Indemnifying Owner
has not assumed the defense of the Third Party Claim).  Subject to Section 16.1.1.1, good faith responses
by the Indemnified Person to subpoenas and discovery requests or good faith testimony or affidavits given in the course of a Proceeding,
in each case arising out of a Third Party Claim, will not be considered such a prejudicial  act or omission of the Indemnified
Person.





 


	16.2	Exceptions and Clarifications.





 


	  	16.2.1	Shared Liability.  The
Parties acknowledge that from time to time (i) the Construction Manager may request an Owner to perform services or provide information
in furtherance of the Construction Manager’s ability to perform the Services or a Contractor’s performance of Construction
Work, or (ii) a Maintenance Provider may request an Owner to perform services or provide information in furtherance of the Maintenance
Provider’s ability to perform its obligations under the Operation and Maintenance Agreement, in each case which services
or information is for the benefit of the Project.  If a Third Party Claim is brought or asserted against an Owner as
a result of the provision by it of requested assistance (a “Shared Liability Claim”), then except as provided
in Section 16.2.1.1 or, in connection with the settlement of a Shared Liability Claim unless otherwise agreed
by the unanimous vote of the Owners, any Damages arising from such Third Party Claim will be shared between the Owners on the basis
of the Ownership Percentages (a “Shared Liability”).





 


	  	16.2.1.1	Exception Intentional Misconduct or Fraud.  If a judgment is rendered in favor of a Third Party in connection with a Shared Liability Claim arising from an Owner providing the requested assistance described in Section 16.2.1, and such judgment is based solely on a finding in the judgment that such Owner engaged in intentional misconduct or fraud, then the Owner that provided the requested assistance will pay one hundred percent (100%) of all amounts awarded in such judgment.
	 	 	 


	  	16.2.1.2	Notice of Shared Liability Claim.  Each Owner will promptly notify the Management Committee of the Shared Liability Claim in writing (specifying in reasonable detail the basis therefor) after such Owner receives notice of any Shared Liability Claim.
	 	 	 


	  	16.2.1.3	Defense of Shared Liability Claim.  The
Management Committee will assume the defense of all Shared Liability Claims on behalf of the Owners with counsel of its choice.
All costs and expenses associated with the defense of a Shared Liability Claim will be shared between the



 






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	 	 	Owners on the basis of the Ownership
    Percentages.  The Management Committee may settle a Shared Liability Claim.  No Owner will pursue, defend,
    settle or compromise a Shared Liability Claim on its own without the consent of the Management Committee.  Each
    Owner will (i) at its own cost or expense cooperate with the Management Committee and provide the Management Committee with
    such information and assistance as the Management Committee reasonably requests in connection with a Shared Liability Claim
    and (ii) at its own expense, have the right to participate and be represented by counsel of its own choice (by attendance
    and observation only) in connection therewith.
	 	 	 


	  	16.2.2	Effect of Insurance.  Any
Damages due and payable under this Article 16 will be net of any amount paid to the Third Party from proceeds of
insurance in connection with a Shared Liability Claim or Third Party Claim under policies in effect pursuant to the Insurance Plan.  The
provisions of this Article 16 are not to be construed so as to relieve any insurer of its obligation to pay any insurance
claims in accordance with insurance policies in effect.  The obligations of the Owners under this Article 16
are not limited by an Owner’s insurance coverage.





 


	  	16.2.3	Right of Contribution.  Each
Owner will have a contractual right of contribution hereunder against the other Owner pursuant to the provisions of this Section
16.2.3.





 


	  	16.2.3.1	Basis for Owner Claim of Contribution Right.  If Third Party Claim Damages or a Shared Liability is imposed on the Owners on a joint and several basis (or a basis upon which an Owner is assigned an obligation to pay greater than its Ownership Percentage) and such Third Party Claim Damages or a Shared Liability is not covered by insurance or is not indemnified by another Owner, then the Third Party Claim Damages or Shared Liability will be allocated pro rata between the Owners in accordance with their Ownership Percentages, subject to the indemnification provisions of Section 16.1.1 and the Shared Liability provisions of Section 16.2.1.
	 	 	 


	  	16.2.3.2	Contribution Claim by
    Owner(s).  If an Owner (the “Owner Claiming Contribution”) is obligated to pay or pays more
    than its Ownership Percentage in connection with incurring or discharging Third Party Claim Damages or a Shared Liability (as
    described in Section 16.2.3.1) of the other Owner to a Third Party under this Agreement, then the Owner
    Claiming Contribution will have a right of contribution against the other Owner (i) that is not obligated to pay to such
    Third Party its Ownership Percentage in connection with such claim or liability, (ii) that has not timely paid the full
    amount of its Ownership Percentage with respect to such claim or liability or (iii) for whom the Owner Claiming Contribution
    has paid all or a portion of another Owner’s obligation arising from Third Party Claim Damages or a Shared Liability
    (the “Owner Subject To Contribution”). The Owner Subject 



 



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	 	 	To Contribution is obligated hereunder
    to promptly and timely pay its pro rata Ownership Percentage of such claim or liability to the Third Party to whom such payments
    are owed (in the case of an untimely unpaid claim or liability) or to the Owner Claiming Contribution (in the case of payment
    by the Owner Claiming Contribution of all or a portion of the Ownership Percentage owed by the Owner Subject To Contribution).  In
    the cases of clauses (i) and (iii) of this Section 16.2.3.2, all payments by the
    Owner Subject To Contribution will be made to the Owner Claiming Contribution.  In the case of clause (ii)
    of this Section 16.2.3.2, all payments by the Owner Subject To Contribution will be made directly to
    the Third Party to whom the Third Party Claim Damages or the Shared Liability is owed.  If payment is made by the
    Owner Subject To Contribution directly to the Owner Claiming Contribution, then the Owner Claiming Contribution is obligated
    to promptly remit the amount of such payment to the proper Person for payment of the Third Party Claim Damages or Shared Liability.
	 	 	 


	  	16.2.3.3	Notice and Right of Set-Off/Recoupment by Owner Claiming Contribution.  If an Owner Subject To Contribution does not remit the amount it is obligated to pay under Section 16.2.3.2 within thirty (30) days of a written demand by the Owner Claiming Contribution, and thereby fully satisfy its payment obligation to either (i) the Third Party to whom Third Party Claim Damages or a Shared Liability is owed or (ii) the Owner Claiming Contribution, as applicable (thereby continuing to expose the Owner Claiming Contribution to a payment obligation not owing by it or non-payment of its right to contribution due to its prior payment of the obligation(s) of an Owner Subject To Contribution), then the Owner Claiming Contribution will have the right to set-off and otherwise recoup any amount it owes to an Owner Subject To Contribution either under this Agreement or any other Project Agreement.
	 	 	 


	  	16.2.3.4	Payment to Third Party by Owner Claiming Contribution.  If the Owner Claiming Contribution is claiming such contribution right due to an unpaid obligation to a Third Party, then any amount (i) of set-off by an amount owed by, or (ii) directly paid to, the Owner Claiming Contribution with respect to the Owner Subject To Contribution will be promptly remitted to such Third Party by the Owner Claiming Contribution.
	 	 	 


	  	16.2.4	Project Costs.  Nothing in
this Article 16 modifies each Owners obligation to pay its Ownership Percentage of all Project Costs in accordance
with Section 5.1.





 






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ARTICLE 17





CONFIDENTIALITY


 


	17.1	Confidentiality of Information.  It may be necessary for an Owner to provide confidential or proprietary information with respect to its participation
    in the Project or an Owner may agree to develop certain confidential or proprietary information as part of or in connection
    with the construction, operation or maintenance of the Project.  Each Owner covenants, with respect to such confidential
    and proprietary information provided by such Owner, that any and all confidential and proprietary information so provided
    for use for this Agreement or the Project, whether or not it falls within the definition of “Confidential Information”
    as defined below, does not infringe upon or violate the rights or interests of any Third Party (including any trade secret
    or confidentiality rights of such Third Party).  Each Owner agrees to use the confidential and proprietary information
    it develops in connection with this Agreement or the Project (provided that the cost of developing such information
    has been treated as a Project Cost), and confidential and proprietary information provided to it by any other Owner  or
    representative in connection with this Agreement (“Confidential Information”), solely (i) in order to participate
    in this Agreement and the Project or (ii) for other activities contemplated by this Agreement (each a “Permitted
    Purpose”). Each Owner will keep Confidential Information confidential and will not, and will advise its Representatives
    (as defined below) not to, disclose to any Person any Confidential Information in any manner whatsoever or otherwise use any
    Confidential Information other than for a Permitted Purpose; provided, however, that any Confidential
    Information may be disclosed to an Owner’s financial, technical, legal and other professional advisors, members, employees,
    Financing Parties and other lenders, Affiliates and other representatives (collectively referred to as “Representatives”)
    who may need to know such Confidential Information for the purpose of advising the Owner with respect to this Agreement or
    the Project and potential transferees who are subject to a confidentiality agreement; provided, further,
    however, that such Representatives are informed by the Owner of the confidential nature of the Confidential
    Information and that they will be bound by the confidentiality provisions of this Article 17 to the same extent
    as if they were parties hereto.  Each Owner agrees that it will be responsible for any breach of this Article
    17 by any of its Representatives and for any use of the Confidential Information by any of them for any purpose other
    than a Permitted Purpose.  Written documents, electronic documents and other physical information will be deemed
    Confidential Information and protected hereby, only if clearly and prominently marked and identified as “CONFIDENTIAL.”  Oral
    or other non-written communications will be deemed Confidential Information only if they are declared to be Confidential Information
    at the time disclosed.


 


	17.2	Information Not Deemed Confidential Information.  Notwithstanding
Section 17.1, the term “Confidential Information” does not include any information that (i) is or becomes
generally available to the public other than as a result of a disclosure by an Owner, or any of its respective Representatives
in violation of Section 17.1; (ii) was within an Owner’s possession before its being furnished to such Owner
by or on behalf of any other Owner; (iii) becomes available to an Owner on a non-confidential basis from a source other than any
other Owner or any of their respective Representatives, provided that such recipient does not know that such source
is bound by a confidentiality agreement with, or other 


 


 



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contractual,
legal or fiduciary obligation of confidentiality to, any other Person with respect to such information; or (iv) is independently
developed by an Owner, without access to the Confidential Information.


 


	17.3	Requirement to Disclose Confidential
    Information.  If an Owner (i) is required by
    legal process, a Governmental Body, Arbitrator or otherwise by operation of law to disclose any Confidential Information of
    another Owner (“Disclosing Party”) or (ii) determines that it is necessary to disclose any Confidential
    Information in connection with Proceedings before any Governmental Body with jurisdiction over an Owner’s rates or operations,
    then to the extent legally permissible, the Owner, as applicable, will give prompt prior notice of such impending disclosure
    to the Disclosing Party so that the Disclosing Party at its own cost may seek a protective Order or other appropriate remedy.  The
    Owner (a) will disclose only that portion of the Confidential Information that it is legally required to disclose or determines
    that is necessary to disclose in connection with Proceedings before any Governmental Body with jurisdiction over an Owner’s
    rates or operations, (b) will give prompt notice of same to the Disclosing Party and (c) will reasonably cooperate with the
    Disclosing Party in connection with the efforts of the Disclosing Party seeking a protective Order or other appropriate remedy.  If
    the Disclosing Party fails to obtain a protective Order or other appropriate remedy with respect to the extent of the planned
    disclosure of Confidential Information by the Owner required or deeming it necessary to disclose, such Owner may rely on advice
    of its legal counsel (which may be its in-house counsel) with respect to its obligations of disclosure or the necessity of
    its disclosure as contemplated herein.





 


	17.4	Compliance with FERC Standards of Conduct.  Each
Owner will not, directly or indirectly, reveal any non-public transmission function information (as defined in 18 C.F.R. §§
358.3j, as such rules may be interpreted, amended or replaced by FERC from time to time, and hereinafter referred to as “Transmission
Information”) in a manner that violates 18 C.F.R. §§ 358.6 and 358.7, as such rules may be interpreted,
amended or replaced by FERC from time to time (the “FERC Standards of Conduct”).  To the extent applicable,
a disclosure (inadvertent or otherwise) of Transmission Information by an Owner must be appropriately addressed by such Owner pursuant
to 18 C.F.R. § 358.7 or any successor provision.





 


	17.5	Restrictions on Access to Critical
    Energy Infrastructure Information.  Each
Owner certifies for itself and its Representatives who may be granted access to “critical energy infrastructure information”
(“CEII”) as defined in 18 C.F.R. § 388.113(c)(1) or any successor provision that (i) it and each
of its Representatives are aware of the requirements of 18 C.F.R. Part 388 with regard to CEII and (ii) it has no reason
to believe that it or its Representatives would be restricted from access to CEII.  To the extent applicable, a disclosure
(inadvertent or otherwise) of CEII by an Owner must be appropriately addressed by such Owner pursuant to 18 C.F.R. § 358.7(a)(2)
or any successor provision.





 


	17.6	Property of Owner.  Except
Confidential Information developed by an Owner in connection with the Project, the costs of which were included as Project Costs
for which the Owner was reimbursed in accordance with this Agreement, all Confidential Information will remain the Property of
the Owner providing it.  Notwithstanding any



 



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	 	provision in this Article 17 to the contrary, if such Owner’s Ownership Percentage is at any time reduced to zero, such Owner will have no right
to demand that such Confidential Information be returned to such Owner or be destroyed.





 


	17.7	No Accuracy Warranty.  The
Owner that discloses Confidential Information is not providing any warranties or representations as to the accuracy of any such
Confidential Information.  Nothing herein is intended to, or will, obligate an Owner to provide any Confidential Information
to any other Owner; provided, however, the foregoing will not abrogate or otherwise absolve a
disclosing Owner from the covenant set forth in Section 17.1 above regarding non-infringement and prohibitions on
use.





 


	17.8	Breach of Confidentiality Provisions.  Each Owner expressly agrees that a breach
    of any of the terms or conditions of this Article 17 would result in irreparable harm and that money would not
    be a sufficient remedy for any such breach.  Accordingly, in the event of a breach or threatened breach by an Owner
    or by any of its Representatives of any of the provisions of this Article 17 (and in addition to any other remedy
    provided by law or in equity), each Owner agrees that the Owner which such breach would harm will be entitled to seek appropriate
    equitable relief, including injunctive relief and specific performance. 


 


	17.9	Public Disclosure.  If
an Owner intends to make, directly or indirectly, any material public comment, statement, or communication (such as a press release)
with respect to the Project, or otherwise to disclose or to permit the disclosure of a material non-public aspect of the Project,
or any of the material terms, conditions, or other material aspects of this Agreement, it will use reasonable commercial efforts
to first provide to the other Owner, or its Representative, the content of the proposed disclosure, and the time and place that
the disclosure will be made and provide to the other Owner, or its Representatives, a reasonable opportunity to comment on the
proposed disclosure; provided, however, that no such public comment, statement or communication
will include any Confidential Information, except as required by Applicable Law.





 


	17.10	Public Disclosure Laws.  The
Owners intend that nothing in this Agreement and no action taken pursuant to this Agreement will (i) cause Confidential Information
that would otherwise have been exempt from public access or inspection to become subject to public access or inspection under any
Applicable Law regarding public access to information or (ii) make unavailable or waive any exception to or protection under public
disclosure Applicable Laws that would otherwise enable the Owners to preserve the confidentiality of the Confidential Information.





 


ARTICLE 18 


DISPUTE RESOLUTION
FOR EXCLUDED MATTERS


 


	18.1	Excluded Matters.  Disputes
with respect to a Percentage Calculation arising under Section 3.1.3.3 (a “Percentage Calculation Dispute”)
will be resolved pursuant to this Article 18 and not pursuant to Section 3 of Schedule 1.





 


	18.2	Appointment of Arbitrator.  Within
ten (10) days after the Management Committee’s receipt of a Notice from an Owner objecting to the Percentage Calculation,
the 


  



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Management Committee will select and engage an independent certified public accounting firm to act as arbitrator and to resolve
the Percentage Calculation Dispute (the “Arbitrator”).


 


	18.3	Arbitration Process.  Within
five (5) days following the engagement of the Arbitrator or such other reasonable period of time determined by the Arbitrator,
the Arbitrator will convene a meeting at which each Owner may present to the Arbitrator the factual basis for its agreement or
disagreement with the Percentage Calculation.  Prior to or at the meeting, either Owner may submit written information
to the Arbitrator in support of its position. If an Owner submits any written information to the Arbitrator, it will contemporaneously
provide a copy to the other Owner. Neither Owner will make or knowingly cause or permit to be made any oral or written ex-parte
communication to the Arbitrator about the Proceeding.  The Arbitrator will, with respect to the issues that are disputed,
make a written determination by independent calculation of the Percentages as of the applicable date.  The Arbitrator
must abide by the terms of this Agreement and Applicable Law in making its determination.





 


	18.4	Effect of Arbitrator’s Decision.  Subject
to Section 18.3, the decision of the Arbitrator will be final and binding on each Owner.





 


	  	18.4.1	Percentage Calculation Dispute.  If the Arbitrator determines that any Percentages set forth in Exhibit B are incorrect, the Percentages of each affected Owner immediately will be increased or decreased based on the determination of the Arbitrator and promptly thereafter the Parties will revise Exhibit B to reflect the same.


	  	


	18.5	Fees of Arbitrator.  The
    fees and expenses of the Arbitrator incurred in connection with its performance of the duties set forth in this Article
    18 will be borne by the Non-Prevailing Party.




 


	18.6	Confidentiality.  The
Percentage Calculation and any other reports, forms or other information relating thereto or to the Project are Confidential Information.  The
Management Committee and the Owners will require the Arbitrator to sign a confidentiality agreement containing the same or substantially
similar obligations of confidentiality as set forth in Article 17.




 


ARTICLE 19





TERMINATION


 


	19.1	Termination.





 


	  	19.1.1	Termination of the Project.  If the In-Service Date has not occurred with respect to the Project, the Project may be terminated in its entirety, provided that such termination is in compliance with Applicable Law:  (i) by a writing executed by each of the Owners (acting as Owners and not through their Authorized Owner Representatives); or (ii) pursuant to Section 13.4.4 (Effect of Partial Subscription).
	 	 	 


 



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	  	19.1.2	Termination of this Agreement.  This
    Agreement may be terminated with respect to each of the Owners as follows:  (i) by a writing executed by each of
    the Owners (acting as Owners and not through their Authorized Owner Representatives) terminating this Agreement; or (ii) by
    the Management Committee (including the Owner Representative of a Defaulting Owner) after (A) the Project has been terminated
    in its entirety and the Wind-up Plan has been implemented; or (B) the Project has been permanently decommissioned and disconnected
    from the Transmission Grid in compliance with Applicable Law and all remaining obligations have been paid and remaining assets
    included in the Project have been disposed of.


	  	


	19.2	Retirement and Retirement Costs.  The
Management Committee will have the right to decide to permanently decommission and disconnect from the Transmission Grid all or
a portion of the Project. Retirement of any of the Project will be conducted in compliance with Applicable Law.  All
costs (less salvage credits, if any) associated with retirement of all or a portion of the Project, including dismantling, demolishing,
and removing Equipment and structures (including the cost of transportation and handling incidental thereto), security, disposing
of debris, any site work necessary to effect retirement in accordance with Good Utility Practice, and the costs of any remediation,
site restoration or monitoring, will constitute CM Costs or Operating Expenses as provided in Section 19.3.1.1.





 


	19.3	Effect of Project Termination.





 


	  	19.3.1	Wind-up Plan.  If
    the Project is terminated pursuant to Section 19.1.1, then the Management Committee will adopt a wind-up plan
    (the “Wind-up Plan”) which will include how it intends to accomplish the following and the Project will
    remain in effect until the Management Committee determines that the Wind-up Plan has been fully implemented and the Owners
    are notified of the Project termination date. In connection with the Wind-up Plan, the Management Committee will only have
    the authority to act with respect to the Project, except to the extent necessary to enforce the rights and obligations of
    the Owners (i) in the Project (including ingress and egress for parts of the Project that may be physically connected to a
    Discretely Owned Substation Asset), (ii) under the Project Agreements, or (iii) as otherwise required by Applicable Law.


	  	


	  	19.3.1.1	Costs.  All termination costs, including with respect to termination of Project Agreements, Construction Agreements, Real Property Agreements and other contracts that are part of the Project or which relate to the Project, in accordance with the terms thereof, and any cancellation costs, termination costs and Damages payable thereunder will constitute CM Costs if (i) such costs and damages would have constituted CM Costs if the Project had not been terminated, or (ii) the respective Wind-up Plan is adopted prior to the Substantial Completion Date of the Project, in which event all such costs and damages will be paid by the Owners in accordance with their respective Ownership Percentage; provided that, to the extent such termination costs relate to 



 


 



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	 	 	costs and expenses associated with Project Agreements, Construction Agreements, Real Property Agreements, and other contracts that relate to Discretely Owned Substation Assets which relate to the Project that is subject to the Wind-up Plan, such termination costs and expenses will be the sole responsibility of the applicable Discretely Owned Substation Owner.
	 	 	 


	  	19.3.1.2	Required Steps.  The following steps shall be taken as part of the Wind-up Plan (i) timely disposition of the Property that constitutes the Project subject to the Wind-up Plan, as applicable, by sale, auction, division of assets, or otherwise; (ii) deposit of any proceeds of such disposition in the account(s) specified by the Management Committee; (iii) taking of all action required by Good Utility Practice to provide for the retirement from service of any part of the Project that is not sold or disposed of, including any remediation, restoration or other actions required by Applicable Law or necessary or desirable for the protection of the Owners from liability; (iv) payment of all liabilities related to the Project subject to such disposition and establishment of any reserves necessary to satisfy any contingent liabilities related to the Project (including those arising pursuant to clause (iii) of this Section 19.3.1.2); (v) undertaking of other necessary steps for the winding up of the Project; (vi) periodic reporting to the Owners on the status of the Wind-up Plan; (vii) preparation of a final accounting for the Project subject to the Wind-up Plan, and, in the event the Wind-up Plan does not include all of the Project, to facilitate the proper calculation of the Percentages upon completion of the Wind-up Plan and prior to disbursement of any available funds in the Project Accounts and (viii) allocation and disbursement of any available funds in the Project Accounts (after satisfaction of the provisions of this Section 19.3.1.2) (the “Distributable Cash”) or costs to the Owners in accordance with Section 19.3.2.
	 	 	 


	  	19.3.1.3	Effect of Wind-up Plan on Ownership Percentages.  The Owners will take all actions or omit to take such actions to effect the provisions of the Wind-up Plan, including (i) execution and delivery of such documents, instruments and other documentation reasonably necessary for the Owners to take the required steps under the Wind-up Plan, including those described in Section 19.3.1.2 above, and (ii) to cause the accounting and recalculation to update and revise Exhibit B to reflect the then current Ownership Percentage of each Owner in the event the Wind-up Plan does not result in termination of the Project and promptly provide a copy of revised Exhibit B to each Owner and take all other necessary actions to reflect the matters contemplated by the provisions of Section 19.3.
	 	 	 


	  	19.3.2	Allocations and Distributions
    Upon Termination of Project. Distributable Cash and costs will be allocated and paid to each Owner in
    accordance with its
	 	 	 






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	  	Ownership Percentages, subject to a Party’s right of contribution from the other Party.
	 	 


	  	19.3.2.1	Effect of Wind-up Plan on Discretely Owned Substation Assets. Without the consent of the Discretely Owned Substation Owner, no Discretely Owned Substation Assets will become subject to the Wind-up Plan.
	 	 	 


	  	19.3.2.2	Effect of Payment to Financing Party.  If any remittance is made from Distributable Cash of the Project with respect to payment of a Financing Party of either Owner in connection with the Wind-up Plan, then the amount of Distributable Cash that is remitted to a Financing Party from what would otherwise be Distributable Cash available for remittance to the Owners (or to otherwise satisfy Project debt obligations of the Owners) will be treated as if a cash distribution was made to such Owner and such amount will be (i) subtracted in determining the amount of Distributable Cash available to such Owner and (ii) the amount of Distributable Cash that was remitted to a Financing Party will be allocated pro rata based on the applicable Owner’s respective Ownership Percentage.


 


ARTICLE 20 


MISCELLANEOUS


 


	20.1	Survival.  Schedule
1 (Generally Applicable Provisions), Articles 14 (Defaults Related to Construction Activities), 15
(Defaults Related to Operations Activities; General Definitions; Covenant Defaults; Injunctive Relief, Specific Performance, and
Set-off Rights), 16 (Third Party Claims; Shared Liability; Effect of Insurance; and Contribution), 17
(Confidentiality), 18 (Dispute Resolution for Excluded Matters), 19 (Termination) and 20 (Miscellaneous), 7.1.2
(Sales, Consumer and Use Taxes), 7.3 (Sharing of Taxes and Related Payments), 7.4 (Tax Credits
or Other Tax Benefits), 7.5 (Non-creation of Taxable Entity), 8.1 (Insurance), 8.3
(Insurance Proceeds), 9.5 (Condemnation Awards) and 12.2.6 (Risk of Loss and Damage) will
survive the termination of this Agreement in its entirety with respect to all Owners or termination of this Agreement with respect
to any individual Owner pursuant to the terms of this Agreement.





 


	20.2	Forward Contracts; Single Agreement.  The Owners acknowledge and agree that this Agreement and the other Project Agreements are “forward contracts” and that the Owners are “forward contract merchants,” as those terms are defined in the United States Bankruptcy Code.  The Owners further acknowledge and agree that this Agreement and the other Project Agreements form a single, integrated agreement, and this Agreement and the other Project Agreements are entered into in reliance on the fact that this Agreement and the other Project Agreements collectively form a single agreement between the Owners.





 


	20.3	Force Majeure.  No
Party (in any capacity) will be liable hereunder to the extent that its performance of an obligation hereunder is delayed or prevented
by an event of Force Majeure.  Such Party will use its commercially reasonable efforts to overcome the



 



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	 	limitations imposed by the occurrence
    of such event of Force Majeure and to mitigate the consequences of its inability to perform on the other Parties.





 


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    	 	- 83 -	Confidential



    	 



    

 


 


IN WITNESS WHEREOF,
the Owners have caused this Agreement to be executed as of the date above recited.


 





	OWNERS:	 
	 	 
	OTTER TAIL POWER COMPANY	 
	 	 
	BY: 	/S/ TIMOTHY ROGELSTAD	 
	NAME: TIMOTHY ROGELSTAD	 
	ITS: PRESIDENT	 
	 	 
	MONTANA – DAKOTA UTILITIES	 
	COMPANY, A DIVISION OF MDU	 
	RESOURCES GROUP, INC.	 
	 	 
	BY: 	/S/ DAVID L. GOODIN	 
	NAME: DAVID L. GOODIN	 
	ITS: PRESIDENT AND CEO OF MDU	 
	RESOURCES GROUP, INC.	 







 


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SCHEDULE
1


 


GENERALLY
APPLICABLE PROVISIONS


 


ARTICLE
1

DEFINITIONS


 


The
following terms, whether in the singular or in the plural, when used in this Schedule 1 or in notices given
under any Project Agreement and initially capitalized, have the meanings specified below. All other initially capitalized terms
used in this Schedule 1 have the meanings specified in the Project Ownership Agreement, and if not specified therein,
then in the Construction Management Agreement, and if not specified therein, then in the Operation and Maintenance Agreement.


 


“Arbitration
Procedures” has the meaning given in Section 3.3.


 


“Arbitrator”
has the meaning given in Section 3.4.1.


 


“Claim
Subject to Mandatory Arbitration” has the meaning given in Section 3.3.1.


 


“Commercial
Arbitration Rules” means the Commercial Arbitration Rules of the American Arbitration Association amended and effective
June 1, 2009.


 


“Complying
Party” has the meaning given in Section 3.2.5.


 


“Construction
Industry Arbitration Rules” means the Construction Industry Arbitration Rules set forth by the American Arbitration
Association.


 


“Dispute”
has the meaning given in Section 3.1.


 


“Dispute
Notice” has the meaning given in Section 3.2.1.


 


“Disputing
Parties” has the meaning given in Section 3.2.1.


 


“Initiating
Party” has the meaning given in Section 3.2.1.


 


“Proceeding(s)”
means any suit, litigation, arbitration, hearing, audit, investigation or other action (whether civil, criminal, administrative
or investigative) commenced, brought, conducted, heard by or before, or otherwise involving, any Governmental Body or Arbitrator.


 


“Responding
Parties” has the meaning given in Section 3.2.1.


 


“Senior
Executive(s)” means a representative of an Owner who is authorized to settle the applicable dispute and who is not an
Authorized Owner Representative.


 


“Transfer”
has the meaning given in Section 10.1 of the Project Ownership Agreement.








 











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ARTICLE
2

NOTICES




 


		



		
	2.1	Notices
                                         Generally. All notices, requests or other communications required under any Project
                                         Agreement will be in writing and will be deemed “given”: (i) if delivered
                                         in person or by courier, upon receipt by the intended recipient or upon the date of delivery
                                         (as confirmed by, if delivered by courier, the records of such courier); (ii) if
                                         sent by facsimile transmission, when the sender receives confirmation from the sending
                                         facsimile machine that such facsimile transmission was transmitted to the facsimile number
                                         of the addressee; (iii) if mailed, upon the date of delivery as shown by the return
                                         receipt therefor; or (iv) if delivered by a nationally recognized mail delivery
                                         service, upon the date of delivery. Notices must be sent to the addresses of the Persons
                                         set forth on Exhibit 1 attached to this Schedule 1.
	 	 
	2.2	[Reserved].
	 	 
	2.3	Designation
                                         of Different Addresses and Persons. A party may, at any time, by written notice to
                                         each other party, designate different or additional Persons or different addresses for
                                         giving of notices, demands or requests to it under a Project Agreement.




 


ARTICLE
3

DISPUTE RESOLUTION


 





	3.1	Scope of Dispute Resolution Provisions. Except
    for Excluded Matters, or any dispute, claim or controversy arising under Articles 14 or 15 of the Project
    Ownership Agreement, the provisions of this Article 3 will govern any dispute, claim or controversy arising
    out of, or relating to, a Project Agreement or relating to a decision of the Management Committee (a “Dispute”)
    between or among (i) the Owners under any Project Agreement; (ii) the Owners acting through the Management Committee and the
    Construction Manager under the Construction Management Agreement; or (iii) the Owners acting through the Management Committee
    and the Maintenance Provider or Control Center Authority under the Operation and Maintenance Agreement; provided,
    however, that an Owner in any capacity (including as an Owner, a Construction Manager, a Maintenance Provider or
    a Control Center Authority) may, at any time seek appropriate equitable relief, including injunctive relief and specific performance,
    without first complying with the provisions of this Article 3.
	 	 	 
	3.2	Required Steps Before Initiating Arbitration or
    Other Remedies. Except for Disputes arising under Sections 4.1.2.4 or 4.2.2.4 of the Project Ownership Agreement,
    no Owner in any capacity (including as an Owner, a Construction Manager, a Maintenance Provider or a Control Center Authority)
    may seek any remedy in connection with a Dispute subject to Article 3 without first complying with the provisions
    of this Section 3.2;
	 	 	 
	 	3.2.1	Notice of Dispute. Any Owner in any capacity wishing
    to assert a claim or pursue any other remedy in connection with a Dispute (the “Initiating Party”) will
    provide written notice (a “Dispute Notice”), which must: (i) be dispatched at



 






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	 	 	the same time and in the same manner to all
    other Parties; (ii) describe in reasonable detail the nature of the Dispute; (iii) identify all Parties that are
    indispensable to the resolution of the Dispute (the “Responding Parties”); (iv) specify the resolution
    sought by the Initiating Party; (v) provide the name, title and contact information of the Senior Executive appointed
    by the Initiating Party; and (vi) indicate the proposed place, date and time (within the limits set forth in Section
    3.2.3) for Senior Executives of the Initiating Party and Responding Parties (together, the “Disputing Parties”)
    to conduct an initial meeting to discuss and attempt to resolve the Dispute.
	 	 	 
	 	3.2.2	Appointment of Senior Executives. Within three (3)
    Business Days following receipt of a Dispute Notice, each Responding Party will appoint and provide written notice to the
    other Disputing Parties of a Senior Executive assigned to participate in efforts to settle the Dispute.
	 	 	 
	 	3.2.3	Initial Meeting of Senior Executives. Within five
    (5) Business Days following receipt of a Dispute Notice, the Senior Executives will meet in accordance with the place
    within Barnes County, North Dakota, date and time specified in the Dispute Notice, unless all Disputing Parties agree to modify
    one or more of the place, date and time for the initial meeting. Any Senior Executive who is unable to attend the initial
    meeting in person will be entitled to participate by telephone conference or any other means by which all Senior Executives
    can simultaneously hear one another. The purpose of the initial meeting will be for the Senior Executives to attempt in good
    faith to reach a mutually acceptable resolution of the Dispute.
	 	 	 
	 	3.2.4	Additional Meeting of Senior Executives. If the Disputing
    Parties are unable to resolve the Dispute at the initial meeting of Senior Executives held in accordance with Section
    3.2.3, the Senior Executives will hold at least one (1) additional meeting, which all Senior Executives must attend
    in person during the ten (10) Business Days following the initial meeting, to continue to attempt in good faith to reach
    a mutually acceptable resolution of the Dispute unless the Disputing Parties agree otherwise. The Senior Executives may by
    mutual agreement use a mediator to facilitate an acceptable resolution at the additional meeting and to schedule subsequent
    additional meetings. If the Disputing Parties have not resolved the Dispute by the end of the additional meeting held in accordance
    with this Section 3.2.4, and any subsequent additional meetings scheduled by mutual agreement, then if
    the Dispute is a Claim Subject to Mandatory Arbitration or if all Disputing Parties agree to resolve the Dispute through
    binding arbitration, the Disputing Parties will proceed to binding arbitration in accordance with Section 3.3.
    If the Dispute is not a Claim Subject to Mandatory Arbitration or there is no agreement to resolve the Dispute through binding
    arbitration, all Disputing Parties will retain all rights and remedies available at law or in equity.
	 	 	 
	 	3.2.5	Deemed Satisfaction of Obligations Under Section 3.2.
    If a party has made good faith efforts to comply with the requirements set forth in Sections 3.2.1 through 3.2.4
    (the “Complying Party”), but has been unable to do so because of



 






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	 	 	another party’s failure or refusal to
    comply for a period of not less than fifteen (15) Business Days following delivery of a Dispute Notice, the obligations set
    forth in Section 3.2 will be deemed satisfied for purposes of the Complying Party’s right to pursue other
    remedies or invoke the Arbitration Procedures set forth in Section 3.3, as applicable.
	 	 	 
	 	3.2.6	Tolling of Statute of Limitations. If an Initiating
    Party provides the Dispute Notice prior to the expiration of the statute of limitations applicable to the Dispute that is
    the subject of the Dispute Notice and otherwise complies with the requirements set forth in Sections 3.2.1 through
    3.2.4, then the statute of limitations for such Dispute will be tolled by the number of days that have lapsed
    between the date of the Dispute Notice and (i) the last additional meeting of Senior Executives held in accordance with
    Section 3.2.4 if the Senior Executives hold one or more additional meetings, (ii) the tenth (10th) Business
    Day following the initial meeting of Senior Executives held in accordance with Section 3.2.3 if the Senior Executives
    do not hold an additional meeting or (iii) the fifteenth (15th) Business Day following the Dispute Notice if the Senior
    Executives do not hold the initial meeting of Senior Executives in accordance with Section 3.2.3 on or prior
    to such date.
	 	 	 
	3.3	Arbitration Procedures. The arbitration provisions
    set forth in Section 3.4 (the “Arbitration Procedures”) will be the sole and exclusive remedy
    for: (i) any Claim Subject to Mandatory Arbitration and (ii) any Dispute that all Disputing Parties agree in writing
    to submit to binding arbitration. Any provision of these Arbitration Procedures may be modified with respect to a specific
    arbitration by agreement of all of the Disputing Parties.  
	 	 	 
	 	3.3.1	Disputes Subject to Mandatory Arbitration. For purposes
    of each Project Agreement, the term “Dispute Subject to Mandatory Arbitration” means a Dispute subject
    to Article 3 except: (i) to the extent specifically provided otherwise by a Project Agreement; (b) to the extent
    a Party claims monetary relief in excess of two million dollars ($2,000,000); or (c) any issue concerning the extent to which
    any Dispute is subject to arbitration under Article 3.
	 	 	 
	3.4	Arbitration Rules. Any Dispute Subject to Mandatory
    Arbitration will be conclusively decided by binding arbitration pursuant to (i) the Commercial Arbitration Rules for all Project
    Agreements other than the Construction Management Agreement and other than the Project Ownership Agreement with respect
    to Disputes arising under Section 4.1.2.4 or 4.2.2.4 thereof, and (ii) the fast track procedures of the Construction
    Industry Arbitration Rules for the Construction Management Agreement and the Project Ownership Agreement with
    respect to Disputes arising under Section 4.1.2.4 or 4.2.2.4 thereof, in each case of the American Arbitration
    Association, except as modified and to the extent supplemented below. The place of arbitration shall be located in Barnes
    County in the State of North Dakota or such other place as the Disputing Parties may agree.  
	 	 
	 	3.4.1	 [Reserved].



 






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	 	3.4.2	Demand for Arbitration. Demand
    for arbitration will be filed in writing with the parties against whom the claim is made or relief is sought. A demand
    for arbitration must be made within ten (10) Business Days following the last meeting of Senior Executives held in accordance
    with Section 3.2.4 (if the Dispute has not been settled and if the Dispute is subject to the provisions of Section
    3.2.4), and in any case no later than the date when institution of legal or equitable Proceedings based
    on the underlying Dispute would be barred by the applicable statutes of limitations (as extended, if applicable, pursuant
    to Section 3.2.6).
	 	 	 
	 	3.4.3	No Joinder. No arbitration arising out of, or relating
    to, a Project Agreement will include, by consolidation, joinder, or in any manner, an additional Person without the written
    consent of the Disputing Parties, except that additional Person(s) may be joined without all Disputing Parties’ consent
    if: (i) the additional Person(s) have furnished services, labor or materials to the Project and (ii) the joinder
    of the additional Person(s) will not cause any remedy sought in the arbitration to be other than monetary or the aggregate
    amount in dispute to be greater than the limit specified in Section 3.3.1. Further, nothing in these Arbitration
    Procedures will create any privity between the Disputing Parties or create or give rise to a duty owed by one Disputing Party
    to another that does not otherwise arise by operation of law or by the terms of the contract(s) between the Disputing Parties
    to which these Arbitration Procedures have been attached and made a part. Consent to arbitration involving an additional Person
    will not constitute consent to arbitrate any claim, dispute or other matter, or with a Person not named or described in the
    written consent, and will be subject to all of the terms and limitations set forth in these Arbitration Procedures, including
    the waiver and other provisions set forth in Section 3.4.9.
	 	 	 
	 	3.4.4	Procedures. The Arbitrator will establish reasonable
    procedures and requirements for the arbitration process; provided, however, unless all Disputing
    Parties agree otherwise, the procedures established by the Arbitrator will provide for: (i) a one hundred twenty (120)
    day time standard for case completion (measured from the date of the Arbitrator’s appointment); (ii) direct testimony
    to be submitted in writing, provided that the proponent thereof is made available for cross examination; (iii) the
    requirement of a hearing within ninety (90) calendar days following the Arbitrator’s appointment; (iv) a binding decision
    to be rendered in no more than thirty (30) days after completion of the hearing; provided, however,
    in the case of a Dispute subject to fast track procedures pursuant to Section 3.4(ii), (1) the time period specified
    in clause (i) shall be reduced to sixty (60) days, (2) the time period specified in clause (iv) shall be reduced to thirty
    (30) days, (3) the time period specified in clause (i) shall be reduced to fourteen (14) days, and (4) the Arbitrator shall
    provide for a single day hearing unless the Arbitrator determines a single day hearing is unreasonable in the circumstances.
	 	 	 
	 	3.4.5	Prehearing Meeting. Unless all Disputing Parties
    agree otherwise, within ten (10) days (or in the case of a Dispute subject to fast track procedures pursuant to Section
    3.4(ii), five (5) days) following appointment of the Arbitrator, the



 






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	 	 	Arbitrator will convene a prehearing meeting,
    at which each Disputing Party will present a memorandum disclosing the factual basis of its claims and defenses and all legal
    issues raised. At the prehearing meeting, the Arbitrator will set a schedule for submissions and hearings consistent with
    the Arbitrator’s powers as set forth in these Arbitration Procedures.
	 	 	 
	 	3.4.6	Discovery. Subject to any reasonable time limitations
    and expedition procedures established by the Arbitrator to comply with Section 3.4.5, the Disputing Parties
    will be entitled to discover all documents and information reasonably necessary for a full understanding of any legitimate
    issue raised in the arbitration, and the parties may use all methods of discovery available under the Federal Rules of Civil
    Procedure and will be governed thereby.
	 	 	 
	 	3.4.7  	Abuse of Discovery. If the Arbitrator finds, after
    affording an opportunity to be heard, that a Disputing Party has abused the discovery process or has failed to act in good
    faith with regard to discovery or these Arbitration Rules, the Arbitrator will have, in addition to any other powers conferred
    by law or the Construction Industry Arbitration Rules of the American Arbitration Association, those powers conferred upon
    trial courts by the Federal Rules of Civil Procedure, subject to the same conditions and limitations set forth therein.
	 	 	 
	 	3.4.8	Rules of Evidence. The Arbitrator will apply the
    Federal Rules of Evidence, but construe them liberally to allow for the admission of evidence that is helpful in resolving
    the Dispute. Rulings on the admission of evidence made by the Arbitrator at the hearing will be final, binding and not subject
    to any appeal.
	 	 	 
	 	3.4.9	Authority of Arbitrator. Unless the Disputing Parties
    agree otherwise, in deciding the substance of the Dispute brought before the Arbitrator, the Arbitrator will have the authority,
    power and right to award damages and provide for other remedies as are available at law or in equity, except that: (i) 
    the Arbitrator will have no authority to award monetary relief greater than that sought by the Initiating Party as stated
    in its Dispute Notice or to award non-monetary relief (except to the extent otherwise authorized under Section 3.4.7);
    (ii) the Arbitrator will not have the authority to grant temporary or permanent injunctive relief; (iii) the Arbitrator
    will have the authority only to interpret and apply the provisions of a Project Agreement but shall have no authority to make
    an award or impose a remedy that is inconsistent with the terms and conditions of the applicable Project Agreement; and
    (iv) in all cases the Arbitrator will have no authority to award Consequential Damages against any Party under any circumstances
    other than in accordance with the Project Agreements. All Parties hereby waive their right, if any, to recover such excluded
    damages in connection with any Dispute sought to be resolved under these Arbitration Procedures.
	 	 	 
	 	3.4.10 	Award Final and Binding; No Precedential Effect.
    At the time of the award, the Arbitrator will prepare and provide to the Disputing Parties findings of fact and conclusions
    of law supporting the award. The award of the Arbitrator, as well as the findings of fact and conclusions of law, will be
    final, binding and not 



 






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	 	 	subject to any appeal, but will have no precedential
    effect with respect to any matter or Proceeding other than the arbitration to which they relate; provided, however,
    an award shall be subject to an judicial action to vacate on grounds the award was not within the Arbitrator’s authority
    or any other grounds permitted under the United States Arbitration Act; and provided, further, however,
    that any issue or claim that was or could have been raised in the arbitration by a party to the Project Agreements that were
    the subject of the Dispute for which the Arbitrator has issued an award, shall be given preclusive effect and shall be deemed
    to be res judicata in any subsequent Proceeding.
	 	 	 
	 	3.4.11	Costs and Expenses. Except as otherwise decided
    by the Arbitrator under the provisions of Section 3.4.7, and as otherwise permitted by the terms of any Project Agreement,
    each Disputing Party will bear its own costs and expenses of the arbitration, including attorneys and expert witness fees,
    and will equally share the expense of the Arbitrator and the administrative expenses of the arbitration.
	 	 	 
	3.5	Enforcement. These Arbitration Procedures, together
    with a final award of the Arbitrator, will be enforceable in any state or federal court of competent jurisdiction in the states
    of North Dakota or South Dakota. Except as otherwise provided in this Article 3, enforcement of the Parties’
    agreement to arbitrate and all procedural aspects thereof, including the construction and interpretation of these Arbitration
    Procedures, the scope of issues subject to arbitration, allegations of waiver, delay or defenses as to arbitrability, and the
    rules (except as otherwise provided in these Arbitration Procedures) governing the conduct of the arbitration will be
    governed by and construed pursuant to the United States Arbitration Act. 
	 	 	 
	3.6	Confidentiality of Proceedings. All Proceedings
    related to resolution of a Dispute pursuant to these Arbitration Procedures, including all documents prepared or obtained
    during discovery or produced during a hearing or meeting (other than documents already in the public domain) and all testimony
    or recordings of testimony, including depositions, affidavits and expert reports exchanged by the Disputing Parties or produced
    during a hearing or meeting, will be deemed to be Confidential Information. In addition to the enforcement powers set forth
    in Section 3.5, the courts described in Section 3.5 will have jurisdiction to enter and enforce
    such protective Orders and to grant and enforce such appropriate injunctive relief sought by a Disputing Party to maintain
    the confidentiality of the Proceedings and to protect the Disputing Parties from inappropriate disclosure. No bond or other
    security will be required in connection with such injunctive relief. The prevailing Party in any such action will be entitled
    to all of its reasonable attorneys’ fees and other costs and expenses associated with the enforcement of these confidentiality
    provisions.    








 


ARTICLE
4

MISCELLANEOUS PROVISIONS


 





	4.1	Headings. The headings of the articles,
    sections and subsections of each Project Agreement are intended for the convenience of the Owners only and will in no way
    be held to explain, modify, construe, limit, amplify or aid in the interpretation of the



 






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	 	provisions hereof. The terms “this Agreement,”
    “hereof,” “herein,” “hereunder,” “hereto,” “hereby” and similar
    expressions refer to, as applicable, each Project Agreement as a whole and not to any particular article, section, subsection
    or other portion thereof and include the appendices, schedules and exhibits thereto and any document, instrument or agreement
    executed and/or delivered pursuant thereto unless expressly so limited, and the terms “this Section” or “this
    Article” refer to the section or article in which such words occur.
	 	 
	4.2	Scope of Agreement. Unless the context otherwise requires,
    all references in a Project Agreement or in any appendix, schedule, exhibit or instrument thereto, to the assets, Property
    interests, operations, business, financial statements, employees, books and records, accounts receivable, accounts payable,
    contracts or other attributes thereunder will mean such items or attributes as they are used in, apply to, or relate to such
    Project Agreement.
	 	 
	4.3	Interpretation. The Owners have participated jointly in
    the negotiation and drafting of each Project Agreement. If an ambiguity or question of intent or interpretation arises, each
    Project Agreement is to be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise
    favoring or disfavoring any party by virtue of the authorship of any of the provisions of such Project Agreement. The terms
    and phrases used in each Project Agreement, unless the context otherwise requires, are to be interpreted as follows: (i) the
    words “including,” “include” or “includes” mean including without limitation; (ii) reference
    to any agreement (including a Project Agreement), appendix, schedule, exhibit, instrument or coverage policy means as such
    is amended, modified or supplemented, including by Change Order, waiver or consent; (iii) reference to any Applicable
    Law or Applicable Energy Regulation means such Applicable Law or Applicable Energy Regulation as amended, modified, codified
    or reenacted, in whole or part, and in effect from time to time; (iv) reference to any Owner includes such Owner’s
    successors and assigns, to the extent that such successors and assigns are permitted by the applicable Project Agreement;
    (v) pronouns in masculine, feminine and neuter genders are to be construed to state and include any other gender; (vi)
    the words “will” and “shall” have the same meaning; and (vii) unless the context otherwise requires,
    all defined terms in this Schedule 1 or in any Project Agreement include the singular and the plural.
	 	 
	4.4	Relationship of Owners; New Owners. The covenants, obligations
    and liabilities of the parties to each Project Agreement are several, and not joint or collective, and nothing contained
    in any Project Agreement will ever be construed to create an association, joint venture, trust, partnership or other legal
    relationship, or to impose a trust or partnership covenant, obligation or liability on or with regard to any of the parties
    to a Project Agreement. The Owners agree that every Person that desires to acquire an interest in the Project will do so in
    accordance with the terms of the Project Ownership Agreement and will become a signatory to all of the Project Agreements
    by executing the applicable Transfer Agreement. Each Owner, the Construction Manager, each Maintenance Provider and each Control
    Center Authority will be individually responsible for its own covenants, obligations and liabilities in each Project Agreement
    to which it is a party. No Owner will be under the control of, or will be deemed to control, the other Owner or the Owners
    



 






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	 	as a group. No Owner acting in any capacity
    is the agent of, or has a right or power to bind, the other Owner without its express written consent, except to the extent
    Agency Authority has been granted to an Owner by the other Owner.
	 	 
	4.5	No Rights or Benefits to Third Parties. Except as otherwise
    specifically provided in a Project Agreement, the Owners do not intend to create rights in, or to grant remedies to, any Third
    Party as a beneficiary of any Project Agreement or to create any duty to, or standard of care on behalf of, any Third Party
    by any covenant, obligation or undertaking established in any Project Agreement. There are no incidental Third Party beneficiaries
    to any Project Agreement and, by way of clarification and not of limitation, no Governmental Body, customer or member of an
    Owner or customer of an Owner’s member is an intended or incidental Third Party beneficiary thereof.
	 	 
	4.6	Binding Obligations. Each Project Agreement is binding upon
    and inures to the benefit of the permitted successors and assigns, if any, of the Owners.
	 	 
	4.7	Severability. If any term, covenant or condition of a Project
    Agreement or the application of such term, covenant or condition is held invalid or unenforceable as to any Person or circumstance
    by any Governmental Body, all other terms, covenants or conditions of such Project Agreement and their application will not
    be affected thereby, but will remain in force and effect unless such a Governmental Body holds that the provisions are not
    separable from all other provisions of such Project Agreement. The Owners and each other party to a Project Agreement specifically
    consent to the “blue- penciling” of such Project Agreement by any Governmental Body to construe as valid and enforceable
    the terms and conditions of such Project Agreement, consistent with the intent of the parties thereto. Such Governmental Body
    will have the authority to reform and interpret the terms and conditions of a Project Agreement to find a valid and enforceable
    construction of such Project Agreement that is consistent with the intent of the parties thereto and hold all invalid and
    unenforceable provisions, if any, as separable from all other remaining provisions.
	 	 
	4.8	Amendment and Waiver. No purported amendment of a Project
    Agreement will be effective unless in a writing specifically referring to such Project Agreement, which is executed and delivered
    by all of the parties to such Project Agreement. The terms, conditions, warranties, representations and covenants contained
    in a Project Agreement, including the documents, instruments and agreements executed and delivered by any of the parties thereto
    pursuant to such Project Agreement, may be waived only by a written instrument executed by the Party against whom such waiver
    is sought to be enforced. Any such waiver will only be effective in the specific instance and for the specific purpose for
    which it was given and will not be deemed a waiver of any other provision thereof or of the same breach or default upon any
    recurrence thereof. No failure on the part of any Party to a Project Agreement, as applicable in the circumstances, to exercise,
    and no delay in exercising, any right thereunder will operate as a waiver thereof nor will any single or partial exercise
    of any right thereunder preclude any other or further exercise thereof or the exercise of any other right.



 






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	4.9 	Execution in Counterparts and Delivery of
Electronic Signatures. Each Project Agreement may be executed in any number of counterparts. All such counterparts will be deemed
to be originals and will together constitute but one and the same instrument. Each Project Agreement will become effective upon
its execution by the applicable Parties thereto. The executed counterparts of a Project Agreement and any ancillary documents
thereto, such as amendments, may be delivered by electronic means, such as email and/or facsimile, and the receiving Party may
rely on the receipt of such executed counterpart as if the original had been received.
	 	 
	4.10	Governing Law; Venue; Waiver of Jury Trial. Each Project
    Agreement will be governed by and construed in accordance with the laws of the State of South Dakota (exclusive of conflicts
    of law provisions of any jurisdiction and the principles of comity), except for those Applicable Laws relating to Project
    Real Property which govern within the state of location of such Property. With respect to disputes that are not governed by
    the dispute resolution provisions in Article 3 or Article 18 of the Project Ownership Agreement
    or if the dispute resolution provisions in Article 3 or Article 18 of the Project Ownership Agreement
    are not enforceable for any reason, the parties to each Project Agreement agree and consent that any Proceeding seeking
    to enforce any provision of such Project Agreement will be instituted and adjudicated solely and exclusively in any state
    or federal court of competent jurisdiction located in the State of North Dakota or South Dakota. Each party to a Project Agreement
    agrees that each such court will have personal jurisdiction over it with respect to such Proceeding, and waives any objections
    it may have, and expressly consents, to such personal jurisdiction. EACH PARTY TO A PROJECT AGREEMENT WAIVES, TO THE FULLEST
    EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
    ARISING OUT OF, UNDER OR IN CONNECTION WITH ANY PROJECT AGREEMENT.
	 	 
	4.11	Assignment. No party to a Project Agreement may Transfer
its interest in such Project Agreement, except an Owner may assign it’s interest in a Project Agreement as part of and to
the extent is Ownership Percentage in the Project is transferred as provided in the Project Ownership Agreement.
	 	 
	4.12	Payment in Business Days. Notwithstanding anything to the
contrary in any Project Agreement, if any payment required to be made under a Project Agreement falls due on a day that is not
a Business Day, such payment will be due on the next succeeding Business Day.
	 	 
	4.13	Further Assurances. Each Party to a Project Agreement
    will use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all
    things necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated
    by each Project Agreement to which it is a Party in a manner consistent with Applicable Law.
	 	 
	4.14	Cooperation. Each Owner will make good faith efforts to
    cooperate with the other Owner to comply with the terms and conditions of the Project Agreements, Project



 






    	Schedule 1-10



    	 



    

 


Execution
Version


 





	 	Construction Contracts, Real Property Agreements,
    other agreements between the Owners relating to the Project, and all critical permits, contracts and agreements entered into
    in connection with the Project, and other obligations and commitments arising in connection with the Project.
	 	 
	4.15	[Reserved].
	 	 
	4.16	Currency. All payments under all Project Agreements will
    be made in such currency as is legal tender for the payment of debts in the United States.  
	 	 
	4.17	Entire Agreement. Each Project Agreement, together with
    all other Project Agreements, constitutes the entire agreement between or among, as applicable, the respective Parties thereto,
    with respect to the subject matter thereof, and supersedes all prior oral or written agreements, understandings, representations
    and warranties, and courses of conduct and dealings between or among, as applicable, the Parties thereto, on the subject matter
    thereof. Each Owner acknowledges and agrees that it would not have entered into any individual Project Agreement in its capacity
    as an Owner without the execution and delivery of all of the other Project Agreements to which it is a Party in its capacity
    as an Owner.



 






    	Schedule 1-11



    	 



    

 






Execution
Version


 


EXHIBIT
1


 





NOTICES


 


TO
OWNERS OR DISCRETELY OWNED SUBSTATION OWNERS: 


 


If
to Otter Tail POWER COMPANY: 


 


Otter
Tail Power Company 


215
S. Cascade St. 


P.O.
Box 496 


Fergus
Falls, MN 56538-0496 


ATTENTION:
vICE pRESIDENT of transmission 


Fax:
218-739-8625 


TELEPHONE:
218-739-8594 


 


with
a mandatory copy to: 


 


Otter
Tail Power Company 


215
S. Cascade St. 


P.O.
Box 496 


Fergus
Falls, MN 56538-0496 


ATTENTION:
GENERAL COUNSEL 


Fax:
218- 998-3165 


TELEPHONE:
218-739-8350


 


If
to MONTANA-DAKOTA UTILITIES CO.:  


 

MONTANA
DAKOTA UTILITIES 


400
N. 4TH ST. 


BISMARCK,
ND 58501-4092 


ATTENTION:
VICE PRESIDENT – ELECTRIC SUPPLY 


Phone:
(701) 530-1016 


 


with
a mandatory copy to: 


 


MDU
RESOURCES GROUP, INC. 


P.O.
Box 5650 


1200
West Century Avenue 


Bismarck,
ND 58506 


ATTENTION:
GENERAL COUNSEL 


Phone:
(701) 530-1016 


 


TO
THE CONSTRUCTION MANAGER:


 


Otter
Tail Power Company 


215
S. Cascade St. 


P.O.
Box 496


 






    	Exhibit 1-1



    	 



    
 


Execution
Version




 


Fergus
Falls, MN 56538-0496 


ATTENTION:
vICE pRESIDENT of transmission 


Fax:
218-739-8625 


TELEPHONE:
218-739-8594 


  


with
a mandatory copy to: 


  


Otter
Tail Power Company 


215
S. Cascade St. 


P.O.
Box 496 


Fergus
Falls, MN 56538-0496 


ATTENTION:
GENERAL COUNSEL 


Fax:
218- 998-3165 


TELEPHONE:
218-739-8350 


 


TO
THE RESPONSIBLE ENTITIES:  


 


If
to Otter Tail POWER COMPANY:




 


Otter
Tail Power Company 


215
S. Cascade St. 


P.O.
Box 496 


Fergus
Falls, MN 56538-0496 


ATTENTION:
vICE pRESIDENT of transmission 


Fax:
218-739-8625 


TELEPHONE:
218-739-8594 


 


with
a mandatory copy to: 


 


Otter
Tail Power Company 


215
S. Cascade St. 


P.O.
Box 496 


Fergus
Falls, MN 56538-0496 


ATTENTION:
GENERAL COUNSEL 


Fax:
218- 998-3165 


TELEPHONE:
218-739-8350


 


If
to MONTANA-DAKOTA UTILITIES CO.:





 


MONTANA
DAKOTA UTILITIES 


400
N. 4TH ST. 


BISMARCK,
ND 58501-4092 


ATTENTION:
VICE PRESIDENT – ELECTRIC SUPPLY 


Phone:
(701) 530-1016 


 


with
a mandatory copy to: 


 






    	Exhibit 1-2



    	 



    
 


Execution
Version


  


MDU
RESOURCES GROUP, INC. 


P.O.
Box 5650 


1200
West Century Avenue 


Bismarck,
ND 58506 


ATTENTION:
GENERAL COUNSEL 


Phone:
(701) 530-1016 


 


TO
THE AUTHORIZED OWNER REPRESENTATIVES: 


 


If
to Otter Tail POWER COMPANY:


 


Representative:
Joann thompson 


Fax:
218-739-8594 


email:
jthompson@otpco.com 


 


Alternate:
Al koeckeritz 


Fax:
218-739-8416 


email:
akoeckeritz@otpco.com 


 


ADDRESS: 


Otter
Tail Power Company 


215
S. Cascade St. 


P.O.
Box 496 


Fergus
Falls, MN 56538-0496 


 


If
to MONTANA-DAKOTA UTILITIES CO.: 


 


REPRESENTATIVE:
JAY SKABO 


FAX:
701-222-7606 


EMAIL:
JAY.SKABO@MDU.COM 


 


ALTERNATE:
DAN ALBRECHT 


FAX:
701-221-3990 


EMAIL:
DAN.ALBRECHT@MDU.COM 


 


ADDRESS: 


MONTANA
DAKOTA UTILITIES 


400
N. 4TH ST. 


BISMARCK,
ND 58501-4092


 









    	Exhibit 1-3



    	 



    
 


Execution
Version


  


SCHEDULE
3.2.3.1.8


 


AUTHORIZED
OWNER REPRESENTATIVES 


 


TO
THE AUTHORIZED OWNER REPRESENTATIVES: 


 


	
        

        FOR
Otter Tail POWER COMPANY: 

         

        Representative:
Joann thompson 

        Fax:
218-739-8594 

        email:
jthompson@otpco.com 

         

        Alternate:
Jason Weiers 

        Fax:
218-739-8311 

        email:
jweiers@otpco.com 

         

        ADDRESS: 

        Otter
Tail Power Company

        215
S. Cascade St. 

        P.O.
Box 496 

        Fergus
Falls, MN 56538-0496
	

        FOR
Montana Dakota Utilities: 

         

        Representative:
Jay skabo 

        Fax:
701-222-7606 

        email:
jay.skabo@mdu.com 

         

        Alternate:
Dan Albrecht 

        Fax:
701-221-3990 

        EMAIL:
dan.albrecht@mdu.com 

         

        ADDRESS: 

        MOntana
Dakota Utilities 

        400
N. 4th st. 

        bismarck,
        nd 58501-4092

         

         



   



    	 



    	 



    
 


Execution
Version


 


Exhibit
A


 


Development
Period Assets 


 


Engineering
Assets 


 


		1)	Design
                                         Criteria






		2)	Conductor
                                         Optimization Study






		3)	Corona
                                         & EMF Study






		4)	Structure
                                         Study






		5)	5mA
                                         Study






		6)	Preliminary
                                         P&P Drawings






		7)	Preliminary
                                         Typical Structure Drawings






		8)	Cost
                                         Estimate






		9)	LiDAR
                                         Specification






		10)	OHGW
                                         Segmentation Memo






		11)	South
                                         Dakota Pre-Filed Testimony






		12)	RCR
                                         Spotting & Cost Estimates






		13)	Preliminary
                                         Soil Boring Locations






		14)	Soil
                                         Borings






		15)	Access
                                         plan



  


Environmental
Assets 


 


		1)	Completed
                                         studies and reports






		a)	Routing
                                         analysis – November 2012 to June 2013






		b)	Ellendale
                                         345kV Substation wetland jurisdictional determination – December 2012






		c)	Habitat
                                         classification model analysis – November 2012






		d)	Bald
                                         Eagle Stick Nest & Sharp-tailed Grouse Lek Survey Report – May 2013






		e)	Draft
                                         line marking recommendations – July 2013






		f)	Class
                                         I cultural resources literature search, North Dakota – July 2013






		g)	Level
                                         I cultural resources literature search, South Dakota – July 2013






		h)	Dakota
                                         Skipper Survey Report – September 2013






		i)	Ellendale
                                         345kV Substation noise assessment – October 2013






		j)	THPO
                                         windshield review – November 2013






		k)	2014
                                         Dakota skipper and Poweshiek skipperling Survey Report – A Supplement to the 2013
                                         Report – October 2014






		l)	Public
                                         Hearing Questions/Response: Relative to HVTL Project Impact(s) To Federal Crop Insurance
                                         Program Participation – August 2014






		m)	Landowner
                                         packets for SD and ND






		n)	Cultural
                                         Discovery action plan






		o)	Soybean
                                         cyst nematode field survey






		p)	Soybean
                                         cyst nematode mitigation plans for environmental surveys and soil borings.



 


		2)	Anticipated
                                         reports






		a)	Soybean
                                         cyst nematode final field survey






		b)	Soybean
                                         cyst nematode mitigation plan for construction Wetland verification and delineation report
                                         – future completion depends on when field work is complete



 






    	 



    	 



    
     



 


Execution
Version


 




		c)	Class
                                         III cultural resources literature search, North Dakota – future completion depends
                                         on when field work is complete; includes THPO findings






		d)	Level
                                         III cultural resources literature search, South Dakota – future completion depends
                                         on when field work is complete; includes THPO findings






		e)	Historic
                                         structure report






		f)	Cultural
                                         Resources unanticipated discovery plan



  


		3)	Anticipated
                                         permit/approval documents






		a)	USFWS
                                         EA






		b)	SD
                                         COE 404 permit application






		c)	ND
                                         COE 404 permit application






		d)	ND
                                         NPDES






		e)	SD
                                         NPDES






		f)	ND
                                         State Engineer – Drain Permit Application






		g)	NRCS
                                         approval



  


		4)	Anticipated
                                         surveys






		a)	Cultural
                                         resources - April – May 2015






		b)	Wetlands
                                         - April – May 2015






		c)	SCN
                                         – April – May 2015






		d)	Raptor
                                         nest survey – before tree clearing






		e)	ND
                                         tree inventory – Fall 2015






		f)	Dakota
                                         skipper and Poweshiek skipperling survey – July 2015






		g)	Bats
                                         – only if trees are not cleared in the winter






		h)	Sharp-tailed
                                         grouse lek surveys – March to May of each construction year






		i)	Migratory
                                         nesting bird surveys – April to August of each construction year






		j)	Piping
                                         plover surveys – May and June of each construction year



  


State
and local permits





		1)	ND






		a)	ND
                                         PSC Route Permit






		b)	VanMeter
                                         Township






		i)	Setback
                                         Variance






		ii)	Conditional
                                         Use Permit






		2)	SD






		a)	SD
                                         PSC Route Permit



  


Right-of-Way
Assets 





		1)	Real
                                         Property Plan






		2)	Completed
                                         Landowner SORs






		3)	Condemnation
                                         appraisals



 








    	 



    	 



    
 


Execution
Version

  


REAL
ESTATE FORMS 


	Form
    

Number	Form
    Title
	1	Survey
 

        A.          First
Contact /Landowner Interview 

        B.          Survey
        Permission Forms – Land, Environmental, Cultural

	2	Title
 

        A.     Surface
        Ownership and Encumbrance Report

	3	Options 

        A.          SD
Option Agreement with Exhibits 

        B.           ND
        Option Agreement (Right to annual installment payments)with Exhibits

	4	Easements 

        A.     SD
Transmission Easement 

        B.     ND
Transmission Easement 

        C.     SD
Overhang Easement 

        D.     ND
Overhand Easement 

        E.     SD
Permanent Ingress/Egress Easement 

        F.      SD
Temporary Ingress/Egress Easement 

        G.     ND
Permanent Ingress/Egress Easement 

        H.     ND
        Temporary Ingress/Egress Easement

	5	Consents/Subordination 

        A.          Consent
of Mortgagee to Subordinate Mortgage to Easement 

        B.          Subordination/Utility
        Crossing Agreement

	6	Compensation 

        A.     Payment
Schedule Calculator - spreadsheet to be populated 

        B.     SD
Easement Payment Agreement 

        C.     ND
Easement Payment Agreement 

        D.     Final
        Release

	7	Encroachments 

        A.     SD
Encroachment Agreement 

        B.     ND
        Encroachment Agreement

	8	Condemnation 

        A.
             Final Offer Letter

	9	Construction 

        A.     Construction
Contact/Special Request/By-products Report 

        B.     New
Name for Change in Centerline 

        C.     Temporary
        Storage/Staging Area/Field Office Locations Lease

         

	10	Damages 

        A.     Damage Worksheet 

        B.     
SD General Release and Damage Settlement 

        C.     ND General Release and Damage Settlement

	11	Trees 

        A.     
        Tree Replacement Inventory Form






 


Real
Property Interests


 






    	 



    	 



    
 


Execution
Version

  


Dickey
County, ND


 


	Parcel
    ID	Landowner
    Name	Twp	Rng	Sec	Legal
    

Description	Crop
    Acres	Pasture
    Acres	Total
    Acres	Option
    Status
	[**]	[**]	[**]	[**]	[**]	[**]	6.04	0	6.04	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	3.55	3.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.62	1.93	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.35	1.74	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.28	0	1.28	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.84	0	7.84	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.73	0	0.73	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	1.85	0.58	2.43	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.76	0.69	5.45	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.71	3.14	9.85	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.94	1.15	9.09	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. 





 






    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	2.2	1.27	3.47	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.43	0	6.43	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.65	0	2.65	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.61	2.05	6.66	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	13.76	1.55	15.31	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.87	0	8.87	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.73	0	2.73	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.35	0	8.35	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	12.29	1.01	13.3	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.32	2.1	6.42	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.24	0.41	6.65	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.23	0.21	2.44	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.28	0	2.28	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.72	0	5.72	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.57	0	9.57	Signed


   


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


  



  



    	 



    	 



    
 


Execution
Version 




Brown
County, SD


 


	Parcel
    ID	Landowner
    Name	Twp	Rng	Sec	Legal
    

Description	Crop
    Acres	Pasture
    Acres	Total
    Acres	Option
    Status
	[**]	[**]	[**]	[**]	[**]	[**]	6.42	2.67	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.82	2.27	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.26	1.83	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.99	2.1	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.27	0.82	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.41	1.36	8.77	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.78	1.31	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.63	1.46	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed


  





[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.25	0	5.25	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.02	2.07	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	6.75	2.34	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	 	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.53	1.56	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	 	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.6	3.49	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	11.05	2.48	13.53	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	1.37	1.37	Negotiation
	[**]	[**]	[**]	[**]	[**]	[**]	10.03	0	10.03	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.81	1.22	9.03	Signed


 





[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.37	2.72	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.86	2.3	5.16	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.98	0	4.98	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.28	1.81	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.28	3.57	8.85	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.87	0.14	4.01	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.57	0.7	7.27	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.62	0	2.62	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.66	0	2.66	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.62	0	2.62	Signed





 


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	6.45	2.64	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.99	0	1.99	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.57	3.26	9.83	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.57	3.26	9.83	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.9	0	1.9	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.07	3.02	9.09	Negotiation
	[**]	[**]	[**]	[**]	[**]	[**]	6.82	3.07	9.89	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	3.64	0	3.64	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.56	0	3.56	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.53	0	5.53	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.45	0	5.45	Signed








 


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	3.26	0	3.26	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.65	0	2.65	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.25	0	6.25	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.86	0	5.86	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.84	0	2.84	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.78	0	3.78	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.31	0	5.31	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.09	0	6.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.78	0	3.78	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	16.55	0	16.55	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.43	0	0.43	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	18.18	0	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.06	0	9.06	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.3	1.26	4.56	Signed




 


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	4.56	0	4.56	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.08	0	9.08	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.08	0	9.08	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.58	0	2.58	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	4.53	4.53	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.96	0	1.96	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.95	0	3.95	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.57	0	2.57	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.09	0	7.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.58	0	2.58	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.26	0	0.26	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	18.18	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	14.75	0	14.75	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.61	0	4.61	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.88	0	5.88	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	10.12	10.75	20.87	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.54	0	4.54	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.54	0	4.54	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.81	0	6.81	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.27	0	2.27	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	18.18	0	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0	6.11	6.11	Signed


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	5.91	0	5.91	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.16	0	3.16	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.71	0	5.71	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	5.43	5.43	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.66	0	3.66	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.4	0	3.4	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.09	0	5.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.69	0	4.69	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.41	0	4.41	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.42	0.57	3.99	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed





 


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.24	3.51	9.75	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	1.15	0	1.15	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	6.5	2.59	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	13.63	0	13.63	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	2.27	2.27	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.57	0	4.57	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.52	0	4.52	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	18.18	0	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.46	3.63	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.54	0	4.54	Signed


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	4.54	0	4.54	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.28	8.9	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.65	3.44	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.67	6.42	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.93	1.16	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.39	2.7	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	14.1	4.08	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.51	3.58	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	18.18	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	15.54	1.69	17.23	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	15.54	1.69	17.23	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.13	1.96	9.09	Signed


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.75	0	2.75	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.28	1.96	9.24	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	9.09	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.07	7.02	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	8.82	0.27	9.09	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	0	0.22	0.22	Signed





 


Day
County, SD


 


	[**]	[**]	[**]	[**]	[**]	[**]	Crop
    Acres	Pasture
    Acres	Total
    Acres	Option
    Status
	[**]	[**]	[**]	[**]	[**]	[**]	3.96	0	3.96	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	12.33	5.85	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.66	 	1.66	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.83	0.39	3.22	Signed


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	5.55	0	5.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.38	0.71	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.65	0	2.65	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.89	1.38	6.27	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	13.55	4.46	18.01	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.87	1.17	2.04	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.36	2.83	7.19	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.71	0.47	5.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.49	0.51	4	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.66	1.35	2.01	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	5.52	1.63	7.15	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.57	3.61	9.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.89	8.61	16.5	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.5	0	0.5	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.32	9.32	Signed


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	14.76	3.42	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.9	1.19	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	15.09	3.09	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	10.85	0	10.85	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.37	0.41	3.78	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.01	1.38	3.39	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.89	2.66	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.55	4.17	5.72	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.11	2.62	4.73	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.56	0	3.56	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.86	0	1.86	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	11.34	4.51	15.85	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	15.91	0	15.91	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	0	0	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.27	0	2.27	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.71	8.85	13.56	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	4.55	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.94	5.34	9.28	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.81	1.47	9.28	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.61	2.48	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.26	0.83	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	15.36	1.52	16.88	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	4.16	0.39	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	4.43	4.43	Signed


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	0	9.72	9.72	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.76	0	2.76	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	13.64	0	13.64	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.55	0	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.05	0.5	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.74	1.35	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	3.21	1.34	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	6.41	2.68	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0	4.55	4.55	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0	1.78	1.78	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.87	0.22	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.28	3.15	9.43	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	16.64	1.54	18.18	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	6.1	2.99	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	6.46	2.63	9.09	Signed


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	6.93	2.16	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.1	2.99	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.65	4.37	6.02	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	4.76	4.33	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0	0.52	0.52	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	7.25	1.84	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.03	3.83	4.86	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.15	1.4	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.12	0.97	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.81	2.28	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	12.3	6.03	18.33	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.24	11.82	18.06	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.63	1.37	2	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	1	1.14	2.14	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.12	3.52	10.64	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0.36	4.74	5.1	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.95	0	1.95	Denied


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	1.75	2.88	4.63	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.02	2.73	6.75	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.37	3.48	6.85	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.94	0	6.94	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0	4.85	4.85	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.06	0	6.06	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.85	0	4.85	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.4	0	4.4	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	2.39	2.39	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.72	0	6.72	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0	12.97	12.97	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.68	1.45	4.13	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	1.79	1.79	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.69	2.4	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	8.27	0.82	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	18.18	0	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	18.26	0	18.26	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0.03	0	0.03	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	4.88	0	4.88	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.64	11.22	12.86	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.4	2.56	3.96	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0.85	4.32	5.17	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.04	1.14	5.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.75	0.43	5.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.96	0	3.96	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	3.96	0.4	4.36	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.88	0	3.88	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.88	0	3.88	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.08	0	5.08	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.78	0.3	5.08	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.07	0.89	0.96	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.38	0	0.38	Easement
    Only


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	4.56	0	4.56	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.99	0	9.99	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	 	 	0	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.19	0	5.19	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.62	0	4.62	Signed


 


Grant
County, SD





	 	 	 	 	 	 	 	 	 	 
	Parcel ID	Landowner Name	Twp	Rng	Sec	Legal 

Description	Crop 

Acres	Pasture

Acres	Total 

Acres	Option 

Status
	[**]	[**]	[**]	[**]	[**]	[**]	8.43	0.66	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.6	0	4.6	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.27	0	2.27	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	8.94	8.94	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.6	0.79	1.39	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.29	5.48	7.77	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.53	5.29	5.82	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.34	0.75	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3	6.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	20.42	5.88	26.3	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	0	0	Signed












 


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.55	0	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	0	0	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.25	0	4.25	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.82	3.27	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	3.67	3.67	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	18.18	0	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.84	0	4.84	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.47	0	0.47	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	9.09	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.21	0	9.21	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.42	0.69	2.11	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.81	0	5.81	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.04	0	5.04	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.3	0	2.3	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.31	0	0.31	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	4.67	0	4.67	Signed


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	9.39	2.3	11.69	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	10.91	0.31	11.22	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	0.05	0.05	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	2.99	6.1	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	2.07	2.07	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.57	0	1.57	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.54	1	4.54	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.87	0	6.87	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.57	0	1.57	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	20	10	30	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	1.95	1.95	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	4.55	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	0.17	0.17	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	7.36	1.42	8.78	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.67	0	8.67	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	7.65	1.44	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.22	2.87	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.67	5.42	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.83	0	0.83	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	10.01	3.63	13.64	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	0	0	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	3.65	3.03	6.68	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.5	0	6.5	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	13.64	0	13.64	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.65	0	1.65	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.9	1.74	3.64	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.6	0.49	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.2	0	2.2	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.33	0	2.33	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.49	2.6	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	13.31	0	13.31	Signed


 





[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	3.98	0.57	4.55	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	3.03	0	3.03	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.68	0	5.68	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.77	0	7.77	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	8.48	8.48	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.42	1.67	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.64	2.91	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.81	0	1.81	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.12	2.8	11.92	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.55	0	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.55	0	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.76	0	5.76	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	0.1	0.1	Easement
    Only


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	5.04	13.14	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.55	0	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.16	0	1.16	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.83	5.78	12.61	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.39	4.16	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	0.3	0.3	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	13.64	0	13.64	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.69	0	8.69	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.6	1.42	9.02	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.33	0	3.33	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.63	4.46	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.53	4.56	9.09	Signed


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 



    	 



    
 


Execution
Version

 


	[**]	[**]	[**]	[**]	[**]	[**]	7.94	1.15	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.3	0.52	8.82	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	17.95	0	17.95	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	7.64	0	7.64	Denied


 


Legal/Regulatory
Assets 


 


		1.	ND
                                         PSC Route Permit






		2.	SD
                                         PUC Route Permit






		3.	ND
                                         CPCN






		4.	SD
                                         Intervention Hearing Testimonies



 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 






    	 



    	 



    

 


Execution
Version


 


Exhibit
B


 


Ownership
Percentages


 


	Big
    Stone South to Ellendale Project Owners	Ownership
    

Percentages
	Otter
    Tail Power	50.0%
	Montana
    Dakota Utilities	50.0%


 






    	 



    	 



    

 


Execution
Version


 


Exhibit
C


 


Discretely
Owned Substation Assets and Discretely Owned Substation Owners


 


	Facility	Owner
	Big
    Stone South Substation (See DOSA description and diagram below)	OTP
	Ellendale
    345 Substation (See DOSA description and diagram below)	MDU


 


The
descriptions of the Discretely Owned Substation Assets (DOSA) as set forth above and as described and depicted below are current
as of the date of execution of the Project Agreements, including this Agreement.


 


Big
Stone South Discretely Owned Substation Assets


 


The
Big Stone South  Substation DOSA consists of the 345 kV and the 230 kV portions of the Big Stone South Substation which
includes structural steel, transformers, foundations, deadend structure for the Ellendale 345 kV transmission line and associated
insulators, jumpers from the jointly owned 345 kV transmission line to the 345 kV bus, the 345 kV bus including future expansion
of the 345 kV bus,  345 kV  and 230 kV breakers and associated switches, line switch 3713, protection and
control equipment, wave traps, fiber patch panel and associated terminations, all as indicated in the diagram on Exhibit
C page C-2 below.


 


Ellendale
345 kV Substation Discretely Owned Substation Assets


 


The
Ellendale 345 kV Substation DOSA consists of the 345 kV and the 230 kV portions of the Ellendale 345 kV Substation which includes
structural steel, transformers, foundations, deadend structures for the Big Stone 345 kV transmission line and associated insulators,
jumpers from the jointly owned 345 kV transmission line to the 345 kV bus, the 345 kV and 230 kV bus including future expansion
of the 345 kV and 230 kV bus, 345 kV and 230 kV breakers with associated switches, line switches, protection and control equipment,
reactive compensation, wave traps, fiber patch panel and associated terminations, metering equipment, all as indicated in the
diagram on Exhibit C page C-3 below.


 






    	C-1



    	 



    

 

Execution
Version

 


EXHIBIT
C (CONTINUED)


 


Big
Stone South Discretely Owned Substation Assets


 


[**]


 


[**]
Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 






    	C-2



    	 



    

 


Execution
Version


 


EXHIBIT
C (CONTINUED)


 


Ellendale
345 kV Substation Discretely Owned Substation Assets


 


[**]


 


[**]
Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 






    	C-3



    	 



    

 


Execution
Version


 


EXHIBIT
E-1


 


FORM
OF ASSIGNMENT, ASSUMPTION, PARTIAL NOVATION AND JOINDER AGREEMENT


 


[Use
this form when an Owner is transferring less than 100% of its Ownership Percentage.]


 


THIS
ASSIGNMENT, ASSUMPTION, PARTIAL NOVATION AND JOINDER AGREEMENT (this “Agreement”), dated as of ________________,
_____ (the “Assignment Effective Date”), by and among ___________________, a ___________ (“Assignor”),
___________________, a _________________ (“Assignee”) and [insert the name of the then- current other Owner
of the Project, excluding the Assignor] (the “Other Owner”).  Capitalized terms not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Project Ownership Agreement, dated as of [___________,
20__], by and between Otter Tail Power Company, a corporation
organized and existing under the laws of the State of Minnesota, and Montana-Dakota Utilities Co., a division of MDU Resources
Group, Inc., a Delaware corporation (the “Project Ownership Agreement”).


 


RECITALS


 


A.           Assignor
is the Owner of a ____ percent (___%) Ownership Percentage under the Project Ownership Agreement;


 


B.           Assignor
and Assignee have entered into the ______________ Agreement, dated as of _____________, ____ (the “Purchase Agreement”),
pursuant to which Assignor has agreed to sell and transfer to Assignee (the “Assignment”) ___ percent (___%)
(the “Transferred Ownership Percentage”) of the right, title and interest in and to Assignor’s Ownership
Percentage (representing an Ownership Percentage of ___ percent (___%)), together with all associated rights, obligations, liabilities
and interests of Assignor in and to the Project with respect to such Ownership Percentage, except for Assignor’s obligations
that arose prior to the Assignment Effective Date, which shall remain the obligation of Assignor (all such rights, obligations,
liabilities and interests to be transferred hereunder are collectively referred to as the “Assigned Interests”),
and Assignee has agreed to purchase the Assigned Interests, all as more fully provided in the Purchase Agreement and herein;


 


C.           Assignor
will retain ___ percent (___%) of the right, title and interest in and to Assignor’s Ownership Percentage (representing
an Ownership Percentage of ___ percent (___%)) as set forth on revised Exhibit B to the Project Ownership Agreement,
a copy of which is attached hereto as Schedule 2, together with all associated rights, obligations, liabilities and
interests of Assignor thereto and all of Assignor’s obligations that arose prior to the Assignment Effective Date (the “Retained
Interests”), and Assignor will, with respect to and to the extent of the Retained Interests, remain an Owner under the
Project Ownership Agreement;


 


D.           Pursuant
to Section 10.3.1.3 of the Project Ownership Agreement, it is a condition precedent to the Transfer from Assignor
to Assignee that this Agreement be executed and delivered by the parties hereto.


 






    	 



    	 



    

 

Execution
Version

 


AGREEMENT


 


In
consideration of the foregoing Recitals, the definitions of which are incorporated by reference herein, the mutual covenants set
forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
each of the parties to this Agreement agrees as follows.


 


1.           Assignment.  Assignor
hereby transfers, assigns, conveys and delivers the Assigned Interests to Assignee, effective from and after the Assignment Effective
Date.


 


2.           Assumption.  Assignee
hereby assumes the Assigned Interests, effective from and after the Assignment Effective Date, all with full force and effect
as if Assignee had signed the Project Agreements originally with respect to the Assigned Interests.


 


3.           Joinder.  Assignee
hereby acknowledges, agrees and confirms that, by its execution of this Agreement, it has, as of the Assignment Effective Date,
(a) become a party to the Project Agreements in the capacity of an Owner for all purposes thereof, (b) made the representations
and warranties set forth in the Project Agreements to the Other Owner and Assignor, (c) agreed that the representations and warranties
made with respect to the Project Agreements shall be deemed to be included in this Agreement with the same force and effect as
if such representations and warranties were reproduced herein, (d) agreed to pay its Ownership Percentage as set forth on revised
Exhibit B to the Project Ownership Agreement attached hereto as Schedule 2, of all Project Costs incurred
on or after the Assignment Effective Date in accordance with the terms of the Project Agreements, (e) consented to all actions
requiring the approval of the Owners up to, and including, the Assignment Effective Date, including the approval of the Maximum
CM Cost Amount in effect on the Assignment Effective Date, (f) all of the rights, remedies, powers, privileges, liabilities and
obligations of an Owner  as if it had executed the Project Agreements originally with respect to the Assigned Interests
and will be treated for all purposes of the Project Agreements as if it has paid CM Costs in an amount equal to the Transferred
Ownership Percentage multiplied by the amount of all CM Costs in respect of the Facilities paid to a Project Account by Assignor
prior to the Assignment Effective Date (the “Assigned CM Costs”), (g) acquired an Ownership Percentage of ______
percent (___%), (h) granted the agency authority set forth in the Project Agreements, including agency authority under Section
2.3 of the Construction Management Agreement, and (i) received written copies of, and become a party to, each of the
agreements listed on Schedule 3 hereto.


 


4.           Certifications.  Assignor
and Assignee hereby acknowledge and confirm that (a) the Transfer will not result in (i) a default that is immediate under any
Project Agreement, or (ii) a violation of Applicable Law, (b) the Transfer will not cause the Project or any Other Owner to be
subject to any Applicable Law to which it was not previously subject which could reasonably be expected to adversely affect (i)
the ability of the Project to proceed in accordance with the Project Budget or Project Plan or (ii) any Governmental Approvals
previously obtained or to be obtained by the Project or any Owner, (c) Assignee has delivered an opinion of counsel in form and
substance and from a law firm or in-house counsel reasonably satisfactory to the Management Committee with respect to Assignee’s
(i) organization and good standing in its jurisdiction of organization, (ii) legal authority to conduct its business in each jurisdiction
in which the Facilities are or will be located, (iii) authorization to enter into this Agreement and to perform its obligations
hereunder, and (iv) compliance with its organizational and other governing instruments and documents and its financing contracts,
commitments and arrangements in connection with its assumption of Assignor’s obligations as set forth hereunder,


 






    	 



    	 



    

 

Execution
Version

 


in each
case subject to qualifications of legal opinions of the kind and nature used in comparable transactions, and (d) they have delivered
to the Management Committee Final Orders for all Governmental Approvals required for the Transfer and assumption of the related
rights, obligations, liabilities and interests under the Project Agreements.  Assignee hereby certifies to the
Other Owner and Assignor that (w) its corporate name as it appears on its organizational documents and its taxpayer identification
number is __________________________, (x) its Taxpayer Identification Number (TIN) is ____________________, (y) its address for
purposes of giving notice under the Project Agreements is _____________________________________, and (z) if and to the extent
allowed by the Project Agreements, it hereby designates ___________________________ as its Owner Representative and _____________________
as its Alternate.


 


5.           Acknowledgements
by Other Owner and Assignor.  The Other Owner and Assignor hereby acknowledges, agrees and confirms that, by
its execution of this Agreement, it agrees with and consents to the transaction between Assignee and Assignor contemplated by
this Agreement, and that Assignee shall, as of the Assignment Effective Date: (a) be
deemed to be a party to the Project Agreements for all purposes thereof, (b) have such of the rights, remedies, powers, privileges,
liabilities and obligations of an Owner as provided by the Project Agreements as if it had executed the Project Agreements originally
with respect to the Assigned Interests, and (c) have the Percentages set forth opposite its name on revised Exhibit B to
the Project Ownership Agreement attached hereto as Schedule 2.


 


6.           Partial
Novation.  The Other Owner hereby accepts the admission of Assignee as a counterparty to the Project Agreements,
and agrees that this Agreement constitutes a novation of the Project Agreements from Assignor to Assignee solely to the extent
of the Assigned Interests.


 


7.           Further
Assurances.  The parties hereto mutually agree to cooperate at all times from and after the Assignment Effective
Date with respect to any of the matters described herein, and to execute such further deeds, assignments, assumptions, notifications,
or other documents as may be legally requested or reasonably necessary for the purpose of giving effect to, evidencing, or giving
notice of the transactions evidenced by this Agreement.


 


8.           Execution
in Counterparts and Delivery of Electronic Signatures.  This Agreement may be executed in any number of counterparts.  All
such counterparts will be deemed to be originals and will together constitute but one and the same instrument.  This
Agreement will become effective upon its execution by the parties hereto.  The executed counterparts of this Agreement
and any ancillary documents thereto, such as amendments, may be delivered by electronic means, such as email and/or facsimile,
and the receiving party may rely on the receipt of such executed counterpart as if the original had been received.


 


9.           Governing
Law; Venue; Waiver of Jury Trial.  This Agreement, including the interpretation, construction and validity hereof,
shall be governed by the laws of the State of South Dakota, without regard to any conflicts of law rules that might apply the
laws of any other jurisdiction.  Each party hereto agrees and consents that any proceeding seeking to enforce any provision
of this Agreement will be instituted and adjudicated solely and exclusively in any state or federal court of competent jurisdiction
located in the States of South Dakota or North Dakota.  Each party hereto further agrees that each such court will have
personal jurisdiction over it with


 






    	 



    	 



    

 

Execution
Version

 


respect to such proceeding, and waives any objections it may have, and expressly consents,
to such personal jurisdiction.  EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION THIS
AGREEMENT.


 


10.           Successor
and Assigns.  This Agreement shall be binding upon and inure to the benefit of Assignor, Assignee, the Other
Owner, and their respective successors and assigns.


 


[Signature
Pages Follow]


 






    	 



    	 



    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be signed by their respective duly authorized officers as of
the date first above written.








	 	 	 
	 	ASSIGNOR
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ASSIGNEE
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	OTHER OWNER:
	 	 	 
	 	[Insert signature blocks as appropriate]



 


[SIGNATURE
PAGE TO ASSIGNMENT, ASSUMPTION,





PARTIAL
NOVATION AND JOINDER AGREEMENT]


 






    	 



    	 



    

 


SCHEDULE
2


 


Exhibit
B to the Project Ownership Agreement


 


[insert]


 






    	 



    	 



    

 


SCHEDULE
3


 


List
Of Agreements That Are Not  Project Agreements To Which Assignee Will Become A Party


 


[insert]


 






    	 



    	 



    

 


EXHIBIT
E-2


 


FORM
OF ASSIGNMENT, ASSUMPTION, NOVATION AND JOINDER AGREEMENT


 


[Use
this form when an Owner is transferring 100% of its Ownership Percentage held as of the date of this Agreement.


 


THIS
ASSIGNMENT, ASSUMPTION, NOVATION AND JOINDER AGREEMENT (this “Agreement”), dated as of ________________,
_____ (the “Assignment Effective Date”), by and among ___________________, a ___________ (“Assignor”),
___________________, a _________________ (“Assignee”) and [insert the names of the then–current other
Owner of the Project excluding the Assignor] (the “Other Owner”).  Capitalized terms not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Project Ownership Agreement, dated as of [___________,
20__], by and between Otter Tail Power Company, a corporation organized and existing under the laws of the State of Minnesota,
and Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc., a Delaware corporation (the “Project
Ownership Agreement”).


 


RECITALS


 


A.           Assignor
is the Owner of a ____ percent (___%) Ownership Percentage under the Project Ownership Agreement;


 


B.           Assignor
and Assignee have entered into the ______________ Agreement, dated as of _____________, ____ (the “Purchase Agreement”),
pursuant to which Assignor has agreed to sell and transfer to Assignee (the “Assignment”) one hundred percent
(100%) (the “Transferred Ownership Percentage”) of the right, title and interest in and to Assignor’s
Ownership Percentage (representing an Ownership Percentage of ___ percent (___%)), together with all associated rights, obligations,
liabilities and interests of Assignor in and to the Project with respect to such Ownership Percentage, except for Assignor’s
residual interest in any Discretely Owned Substation Assets and obligations that arose prior to the Assignment Effective Date,
which shall remain the obligation of Assignor (all such rights, obligations, liabilities and interests to be transferred hereunder
are collectively referred to as the “Assigned Interests”), and Assignee has agreed to purchase the Assigned
Interests, all as more fully provided in the Purchase Agreement and herein; and


 


C.           Pursuant
to Section 10.3.1.3 of the Project Ownership Agreement, it is a condition precedent to the Transfer from Assignor
to Assignee that this Agreement be executed and delivered by the parties hereto.


 


AGREEMENT


 


In
consideration of the foregoing Recitals, the definitions of which are incorporated by reference herein, the mutual covenants set
forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
each of the parties to this Agreement agrees as follows.


 






    	 



    	 



    

 


1.           Assignment.  Assignor
hereby transfers, assigns, conveys and delivers the Assigned Interests to Assignee, effective from and after the Assignment Effective
Date.


 


2.           Assumption.  Assignee
hereby assumes the Assigned Interests effective from and after the Assignment Effective Date, all with full force and effect as
if Assignee had signed the Project Agreements originally.


 


3.           Joinder.  Assignee
hereby acknowledges, agrees and confirms that, by its execution of this Agreement, it has, as of the Assignment Effective Date,
(a) become a party to the Project Agreements in the capacity of an Owner  for all purposes thereof, (b) made the
representations and warranties set forth in the Project Agreements to the Other Owner and Assignor, (c) agreed that the representations
and warranties made with respect to the Project Agreements shall be deemed to be included in this Agreement with the same force
and effect as if such representations and warranties were reproduced herein, (d) agreed to pay its Ownership Percentage (as set
forth on revised Exhibit B to the Project Ownership Agreement attached hereto as Schedule 2), of all Project
Costs incurred on or after the Assignment Effective Date in accordance with the terms of the Project Agreements, (e) consented
to all actions requiring the approval of the Owners up to, and including, the Assignment Effective Date, including the approval
of the Maximum CM Cost Amount in effect on the Assignment Effective Date, (f) all of the rights, remedies, powers, privileges,
liabilities and obligations of an Owner  as if it had executed the Project Agreements originally with respect to the
Assigned Interests  and will be treated for all purposes of the Project Agreements as if it has paid all of the CM Costs
paid by Assignor prior to the Assignment Effective Date (collectively, the “Assigned CM Costs”), (g) acquired
one hundred percent (100%) of the Ownership Percentage of the Assignor as set forth on revised Exhibit B to the Project
Ownership Agreement attached hereto as Schedule 2, (h) granted the agency authority set forth in the Project Agreements,
including agency authority under Section 2.3 of the Construction Management Agreement, and (i) received written
copies of, and become a party to, each of the agreements listed on Schedule 3 hereto.


 


4.           Exhibit
B to the Project Ownership Agreement.  Assignee, the Other Owner and Assignor hereby acknowledge and agree that
Exhibit B to the Project Ownership Agreement is hereby amended in its entirety and replaced with revised Exhibit B
attached hereto as Schedule 2.


 


5.           Certifications.
Assignor and Assignee hereby acknowledge and confirm that (a) the Transfer will not result in (i) a default that is immediate
under any Project Agreement, or (ii) a violation of Applicable Law, (b) the Transfer will not cause the Project or any Other Owner
to be subject to any Applicable Law to which it was not previously subject which could reasonably be expected to adversely affect
(i) the ability of the Project to proceed in accordance with the Project Budget or Project Plan or (ii) any Governmental Approvals
previously obtained or to be obtained by the Project or any Owner, (c) Assignee has delivered an opinion of counsel in form and
substance and from a law firm or in-house counsel reasonably satisfactory to the Management Committee with respect to Assignee’s
(i) organization and good standing in its jurisdiction of organization, (ii) legal authority to conduct its business in each jurisdiction
in which the Facilities are or will be located, (iii) authorization to enter into this Agreement and to perform its obligations
hereunder, and (iv) compliance with its organizational and other governing instruments and documents and its financing contracts,
commitments and arrangements in connection with its assumption of Assignor’s obligations as set forth hereunder,


 






    	 



    	 



    

 


in each
case subject to qualifications of legal opinions of the kind and nature used in comparable transactions, and (d) they have delivered
to the Management Committee Final Orders for all Governmental Approvals required for the Transfer and assumption of the related
rights, obligations, liabilities and interests under the Project Agreements.  Assignee hereby certifies to the
Other Owner and Assignor that (w) its corporate name as it appears on its organizational documents and its taxpayer identification
number is __________________________, (x) its Taxpayer Identification Number (TIN) is ____________________, (y) its address for
purposes of giving notice under the Project Agreements is _____________________________________, and (z) it hereby designates
___________________________ as its Owner Representative and _____________________ as its Alternate.


 


6.           Acknowledgements
by Other Owner.  The Other Owner hereby acknowledges, agrees and confirms that, by its execution of this Agreement,
it agrees with and consents to the transaction between Assignee and Assignor contemplated by this Agreement, and that Assignee
shall, as of the Assignment Effective Date: (a) be deemed to be a party
to the Project Agreements for all purposes thereof, (b) have all of the rights, remedies, powers, privileges, liabilities
and obligations of an Owner as if it had executed the Project Agreements originally, and (c) have the Percentages set forth opposite
its name on revised Exhibit B to the Project Ownership Agreement attached hereto as Schedule 2.


 


7.           Acknowledgements
by Assignor.  Assignor hereby acknowledges, agrees and confirms, by its execution of this Agreement, that Assignor
shall, as of the Assignment Effective Date: (a) have no Ownership Percentage
or other interests, and (b) no longer be an Owner or a party to the Project Agreements, other than the Project Transmission Capacity
Exchange Agreement to which Assignor shall continue to be bound and obligated to perform its obligations thereunder to the extent
of Assignor’s interest in any Discretely Owned Substation, and except Assignor shall remain obligated to perform its obligations
under the Project Agreements that arose prior to the Assignment Effective Date.


 


8.           Novation.  The
Other Owner hereby accepts the substitution of Assignee in place of Assignor as a counterparty to the Project Agreements, and
agrees that this Agreement constitutes a novation of the Project Agreements from Assignor to Assignee, except for Assignor’s
obligations that arose prior to the Assignment Effective Date, which shall remain the obligation of Assignor.


 


9.           Further
Assurances.  The parties hereto mutually agree to cooperate at all times from and after the Assignment Effective
Date with respect to any of the matters described herein, and to execute such further deeds, assignments, assumptions, notifications,
or other documents as may be legally requested or reasonably necessary for the purpose of giving effect to, evidencing, or giving
notice of the transactions evidenced by this Agreement.


 


10.           Execution
in Counterparts and Delivery of Electronic Signatures.  This Agreement may be executed in any number of counterparts.  All
such counterparts will be deemed to be originals and will together constitute but one and the same instrument.  This
Agreement will become effective upon its execution by the parties hereto.  The executed counterparts of this Agreement
and any ancillary documents thereto, such as amendments, may be delivered by electronic means, such as email and/or facsimile,
and the receiving party may rely on the receipt of such executed counterpart as if the original had been received.


 






    	 



    	 



    

 


11.           Governing
Law; Venue; Waiver of Jury Trial.  This Agreement, including the interpretation, construction and validity hereof,
shall be governed by the laws of the State of South Dakota, without regard to any conflicts of law rules that might apply the
laws of any other jurisdiction.  Each party hereto agrees and consents that any proceeding seeking to enforce any provision
of this Agreement will be instituted and adjudicated solely and exclusively in any state or federal court of competent jurisdiction
located in in the States of South Dakota or North Dakota.  Each party hereto further agrees that each such court will
have personal jurisdiction over it with respect to such proceeding, and waives any objections it may have, and expressly consents,
to such personal jurisdiction.  EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION THIS
AGREEMENT.


 


12.           Successor
and Assigns.  This Agreement shall be binding upon and inure to the benefit of Assignor, Assignee, the Other
Owner, and their respective successors and assigns.


 


[Signature
Pages Follow]


 






    	 



    	 



    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be signed by their respective duly authorized officers as of
the date first above written.




	 	 	 
	 	ASSIGNOR
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ASSIGNEE
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	OTHER OWNER:
	 	 	 
	 	[Insert signature blocks as appropriate]


 


[SIGNATURE
PAGE TO ASSIGNMENT, ASSUMPTION,


NOVATION
AND JOINDER AGREEMENT]


 






    	 



    	 



    

 


SCHEDULE
2


 


Exhibit
B to the Project Ownership Agreement


 


[insert]


 






    	 



    	 



    

 


SCHEDULE
3


 


List
Of Agreements That Are Not  Project Agreements To Which Assignee Will Become A Party


 


[insert]


 






    	 



    	 



    

 


Execution
Version


 


EXHIBIT
F


TO


PROJECT
OWNERSHIP AGREEMENT


 


INSURANCE


 


Capitalized
terms that are not defined in this Exhibit or the Agreement to which it is attached have their respective meanings defined
in the applicable policies of insurance.  This Exhibit F establishes the initial insurance plan under this Agreement.  The
Management Committee has the authority to amend the insurance requirements for the Project.


 


I.           CONSTRUCTION
PHASE


 


	  	A.	Project Specific Insurance The
    Construction Manager (the “CM”) shall be responsible for implementing a controlled insurance program (the
    “CIP”) at a time to be determined by the CM, in consultation with the Management Committee, prior to the
    beginning of Construction Work.  The CIP will be administered by the Project’s designated insurance broker
    (the “CIP Administrator”).  Unless otherwise provided herein, the CM shall procure and maintain
    the following insurance coverages set forth in this Section A, the cost of which (including premiums, deductibles and
    self-insured retentions) will constitute a CM Cost:


 


	  	1.	Commercial
    General Liability (“CGL”) insurance (on form ISO CG 00 01 or its equivalent) including contractual liability
    coverage per above- referenced policy form, with primary limits of $2,000,000 per occurrence / $4,000,000 aggregate and excess
    liability limits, as approved by the Management Committee, of not less than $25,000,000 per occurrence and in the aggregate.  General
    Aggregate Limits will reinstate annually during the multi-year policy period.  The Products Completed Operations
    Aggregate Limit of $4,000,000 will apply annually during the construction period and once for the ten year completed operations
    extension which begins on the In-Service Date.  This insurance shall include the Enrolled Parties as named insureds.


 


CGL
Self-insured Retention or Deductible:  $25,000 to $50,000 per occurrence.


 


Project
Site means Project Real Property and other sites incidental and/or adjacent to the Construction Work, as further defined in the
CIP Manual.


 


Enrolled
Parties means the CM; each Owner, irrespective of the capacities in which it participates in the Project; eligible Contractors
and Subcontractors who perform on site construction operations on the Project Site; and such other persons


 






    	F-1



    	 



    

 


or entities as the
CM may designate as enrolled parties, who perform on-site labor at the Project Site.  Eligible temporary labor services
and leasing companies who have on-site labor are to be included as Subcontractors and enrolled in the program.  The
CM requires all eligible Contractors and Subcontractors to comply with the requirements set forth in the CIP Enrollment Manual,
a copy of which will be provided by the CM.  The CIP Enrollment Manual requirements include the submittal of forms and
documentation necessary for enrollment into the Controlled Insurance Program which will be evidenced by a confirmation of enrollment
letter and certificates of insurance evidencing on site coverage issued by the CIP Administrator.


 


CIP
is defined as the above-described general liability and excess liability insurance coverage to be procured by the CM for on-site
construction along the entirety of the Project Site.


 


Each
Owner should ensure that its practice policies will apply excess and difference in conditions of the Project Specific Insurance.  Additionally,
each owner should evaluate potential sharing of limits under the AEGIS Excess Liability Insurance policy.


 


	  	2.	Contractor’s
    Pollution Liability (“CPL”) insurance with total limits of $10,000,000 each Loss and in the aggregate.  The
    policy aggregate limits will not reinstate annually.  The CM will obtain the maximum policy term reasonably available
    from the selected insurer.  CPL insurance will insure Third Party bodily injury, Third Party property damage (including
    loss of use) and/or Third Party clean-up costs claims arising from any new pollution condition and/or exacerbation of
    a pre-existing pollution condition resulting from covered operations performed on the Project Site.  This policy
    shall also provide coverage for Third Party claims arising from the transportation of materials and/or waste to and from the
    Project Site.  Coverage will also respond to Third Party claims arising from the disposal of materials at non-owned
    disposal sites that meet the criteria outlined in the policy.  This insurance shall include as insureds the CM;
    each Owner, irrespective of the capacities in which it participates in the Project; and Contractors and Subcontractors performing
    work on the Project Site.


 


CPL
deductible:  $50,000 to $250,000 each Loss.


 


	  	3.	Marine
    Cargo insurance:  If ocean transit is utilized for equipment or materials for which risk of loss will pass to
    the buyer before transit occurs, Marine Cargo insurance on a “warehouse to warehouse” basis must be procured,
    insuring the materials to be used by the Contractors in the performance of the Construction Work against loss or damage arising
    from customary “all risk” marine perils (including war, strikes, riots, and


 






    	 	F-2	Confidential



    	 



    

 

	  	 	civil commotion, if readily available)
while in transit.  The Marine Cargo policy shall be subject to a physical damage deductible not to exceed $25,000.  The
CM and each Owner, irrespective of capacities in which it participates in the Project, will be named insureds, as their interests
may appear.  The CM shall either provide this insurance or cause such insurance to be procured, in each case prior to
the time the risk being insured arises. If the insurance is provided by a Contractor or Subcontractor, premiums, deductibles and
self-insured retentions will be a CM Cost by inclusion of such cost in the cost of goods or services being provided.


 

	  	4.	Non-Owned
    Aircraft Liability insurance:  In addition to the requirements for Contractors that use aircraft contained in
    Section B(7) below,  the CM shall procure a non-owned aviation policy with a $25,000,000  limit
    of liability to insure the vicarious risk of the Owners, irrespective of the capacities in which it participates in the Project,
    and the CM associated with such aircraft.


 


	  	5.	Professional
    Liability insurance:  This insurance will substantially provide the following coverages:


 


	  	(a)	Errors
    & Omissions By Outside Firms – First Party Excess Indemnity


 


Subject
to its terms, conditions, and exclusions, the policy will cover economic damages suffered by the Owners that an outside professional
service firm is legally obligated to pay due to a professional error or omission, to the extent that such costs exceed the available
professional liability insurance from the outside firm.  In the event that a contractual limitation of liability applies
to an error or omission in favor of the outside firm and such limitation is less than the available professional liability insurance,
the policy will pay covered damages in excess of the limitation of liability.  However, if such limitation of liability
is less than $1,000,000, the policy will only pay covered damages in excess of $1,000,000.


 


This
coverage relates only to errors and omissions by outside firms – no entities with an ownership interest in the Project (or
their Affiliates) can make claims against each other under the policy.


 


	  	(b)	Professional
    Liability – Claims from Third Parties Against Owners


 


Subject
to its terms, conditions, and exclusions, the policy will cover claims for damages from Third Parties (excluding all entities
with an ownership interest in the Project and their Affiliates) against the Owners arising out of the rendering of or failure
to render professional services.  This coverage relates only to claims


 






    	 	F-3	Confidential



    	 



    

 


from outside parties – no entities with
an ownership interest in the Project (or their Affiliates) can make claims under this coverage.


 


Extended
Reporting Period





An
extended reporting period (a “tail”) of up to five years will be provided, allowing for claims to be made and
reported after the policy has expired.  If the construction period lasts longer than five years, then the length of
the tail may be reduced by the amount of construction time in excess of five years.


 


Program
Structure





	  	•	The policy period of each policy will
    match the construction period for the Project.


	  	•	Limits of coverage:  Not less
    than $5,000,000 and not more than $10,000,000.  These limits apply to each claim and aggregate and the aggregate
    limit applies for the entire term of the Construction Management Agreement.


	  	•	Self-Insured Retention (“SIR”):  Not
    to exceed $1,000,000 each Claim for coverage under Section A(5)(a) and (b).


 


For
coverage (a), the SIR is not in addition to the outside firm’s available insurance, but rather applies if the outside firm’s
insurance has been exhausted or has not been maintained in compliance with the carrier’s minimum insurance requirements.  The
SIR shall also apply in the instance where the policy is broader than the outside firm’s primary insurance.


 


	  	6.	Project
    Property insurance:  Builders Risk insurance shall be procured by the CM for Equipment and Materials located
    on the Project Real Property and any temporary locations owned, leased or borrowed during the course of construction (the
    Project Site).  The insurance shall include the perils of theft, vandalism, transit, off-site storage, flood, earthquake,
    windstorm, and testing/start up on the work with a policy limit in a range of $30,000,000 to $50,000,000 as determined appropriate
    by the CM.  Coverage shall include mechanical and electrical breakdown coverage during the start-up and commissioning
    and testing prior to final acceptance.  The Project Owners will be the named insureds.  Contractors and their Subcontractors
    will be additional insureds to the extent that such parties have an interest in the construction work.  Delay in Start
    Up insurance is not included in this policy.  The deductible associated with claims resulting from contractor/subcontractor
    negligence will be chargeable to the negligent contractor.


 


	  	B.	Individually Procured Insurance


 


Subject
to Section D, the CM and each Owner, irrespective of the capacities in which it participates in the Project, and each Contractor
and Subcontractor, upon the effective date


 






    	 	F-4	Confidential



    	 



    

 


of its respective Construction Agreement, shall individually procure and maintain the
additional insurance coverages as provided below:


 


	  	1.	Workers’
    Compensation and Employers Liability insurance:  Each of the CM; Owners, irrespective of the capacities in which
    it participates in the Project; Contractors; and Subcontractors will procure and maintain its own Workers’ Compensation
    policy to comply with this Section B (1).  Workers’ compensation will cover no less than the statutory
    liability under the workers’ compensation laws of the states in which the work or services are performed.  The
    Employers Liability limits on these policies will be no less than $5,000,000 each accident, $5,000,000 disease policy limit,
    and $5,000,000 disease each employee; except as respects Subcontractors in which case limits on this policy will be as determined
    by the CM but will be no less than $1,000,000 each accident, $1,000,000 disease policy limit, and $1,000,000 disease each
    employee.


 


	  	The above limits may be met by any combination
    of primary and/or excess liability insurance limits.


 


Each
of the above policies will include a waiver of subrogation in favor of the CM; each Owner, irrespective of the capacities in which
it participates in the Project; Contractors; and Subcontractors.


 


Coverage
shall include United States Longshore and Harbor Workers (“USL&H”) and Maritime coverage endorsements if
each such exposure exists.


 


	  	2.	Business
    Automobile insurance.  The CM; each Owner, irrespective of the capacities in which it participates in the Project;
    each Contractor; and each Subcontractor shall procure and maintain its own business automobile policy to comply with this
    Section B(2).  This insurance shall contain a combined single limit of at least $10,000,000 per occurrence
    (except as respects Subcontractors in which case limits on this policy will be as determined by the CM but will not be less
    than $2,000,000 per occurrence), and include coverage for:


 


	  	(a)	Bodily injury and property damage; and


	  	(b)	Any and all vehicles owned, used or hired.


 


The
above limits may be met by any combination of primary and/or excess liability insurance limits.


 


Each
policy will include a waiver of subrogation in favor of the CM and each Owner, irrespective of the capacities in which it participates
in the Project.


 






    	 	F-5	Confidential



    	 



    

 


	  	3.	Commercial
    General Liability insurance:  The CM; each Owner, irrespective of the capacities in which it participates in
    the Project; each Contractor; and each Subcontractor will procure and maintain its own general liability and/or excess liability
    insurance to comply with this Section B(3).  For Contractors and all Subcontractors, such insurance shall
    be on form ISO CG 00 01 or its equivalent.  For Enrolled Parties, such insurance will cover premises and operations
    away from the Project Site.  For all parties, other than Enrolled Parties, coverage will apply to all work or services
    performed.  Limits of liability shall be $10,000,000 per occurrence and in the aggregate (except as respects Subcontractors
    in which case limits on this policy will be as determined by the CM but will not be less than $2,000,000 per occurrence).  Contractors
    and Subcontractors shall include the CM and each Owner, irrespective of the capacities in which it participates in the Project,
    as additional insureds (unless otherwise included as a named insured) on the most current version of ISO CG 20 10 and
    CG 20 37 or their equivalents. Contractors and Subcontractors insurance shall be considered primary, without right of contribution,
    from any other insurance, which is carried by CM and each Owner.


 


The
above limits may be met by any combination of primary and/or excess liability insurance limits.


 


Each
policy will include a waiver of subrogation in favor of the CM and each Owner, irrespective of the capacities in which it participates
in the Project.


 


	  	4.	Professional
    Liability insurance shall be procured and maintained by any party performing professional services for the Project that
    has no ownership interest in the Project with total limits of $5,000,000 each claim/$5,000,000 annual aggregate with discretion
    for the CM to require less insurance for smaller contracts.  This coverage must remain in force and effect for a
    minimum of five years after completion of the professional services being performed or contract termination.


 


	  	5.	Contractors
    Equipment insurance:  All Contractors (including a Contractor that is also an Owner) shall be required to release
    the CM and each Owner, irrespective of the capacities in which it participates in the Project, (or otherwise accept the
    full risk of loss or damage therefor), from all claims for loss or damage to or loss of use of such Contractor’s tools,
    machinery, equipment, motor vehicles or any other property whether owned, rented, or leased by the Contractor in or about
    the Project Site and shall purchase such insurance in respect thereto as the Contractor deems appropriate.  Contractors
    shall require similar releases in favor of the CM


 






    	 	F-6	Confidential



    	 



    

 

	  	 	and each Owner, irrespective of the capacities
in which it participates in the Project, from Subcontractors.


 

	  	6.	Railroad
    Protective Liability insurance:  Where required by the CM, applicable Contractors will purchase and maintain
    Railroad Protective Liability insurance in the name of the specific railroad in connection with all work across, under or
    adjacent to railroad tracks or right-of-way.  Limits of liability for this insurance shall be as required by the
    railroad.


 


	  	7.	Watercraft
    and Aircraft Liability insurance:  If watercraft or aircraft of any kind is used by any Contractor, or by anyone
    else on a Contractor’s behalf or otherwise as part of the Construction Work, the Contractor shall maintain, or cause
    the operator of the watercraft or aircraft to maintain, watercraft or aircraft public liability insurance covering bodily
    injury, property damage and passenger liability for any watercraft or aircraft owned, used, operated or hired in connection
    with the Construction Work.  The policy(ies) shall provide limits of not less than $10,000,000 combined single limit
    for bodily injury and property damage per occurrence (& aggregate) and list the CM and each Owner, irrespective of the
    capacities in which it participates in the Project, as additional insureds.


 


	  	C.	Additional Provisions:


 


	  	1.	All of the above insurance shall be placed
    with insurance companies with a current A.M. Bests Insurance Guide Rating of A- and Class VII, or better.  Each
    policy shall provide that it will not be cancelled, unless at least 60 days’ prior written notice (10 days for non-payment
    of premium) has been received by the CM and each Owner, irrespective of the capacities in which it participates in the Project.


 


	  	2.	Certificates
    of Insurance:  Each CM and Owner, irrespective of the capacities in which it participates in the Project, shall,
    on or before the date on which insurance required hereunder is to become effective, furnish to the CM and other Owners
    certificates of insurance evidencing (i) its compliance with applicable requirements hereunder, and (ii) compliance by
    its Contractors and Subcontractors with applicable requirements hereunder.  Each Contractor and Subcontractor shall,
    on or before the date on which insurance required hereunder is to become effective, furnish to the CM certificates of insurance
    evidencing compliance by it and its Subcontractors with applicable requirements hereunder.  The CM shall maintain
    copies of certificates of insurance provided to it by the Owners, Contractors and Subcontractors and shall maintain certificates
    of insurance evidencing the CM’s compliance with the requirements applicable to the CM hereunder.  The CM
    shall make such certificates available for


 






    	 	F-7	Confidential



    	 



    

 

	  	 	inspection and copying upon request by
any Owner or by the Management Committee and as otherwise required to facilitate implementation of the applicable requirements
hereunder.  Compliance with “applicable requirements” includes specification of coverages, limits, insured
status and applicable waivers or releases.


 

In
addition, the CM shall, promptly following the enrollment of an Enrolled Party under the CIP, deliver to the Enrolled Party certificates
of insurance and other evidence, as appropriate, documenting the Enrolled Party’s enrollment in the CIP.


 


	  	3.	Costs:  Premiums,
    deductibles and self-insured retentions incurred by each Owner, in all capacities in which it participates in the Project,
    to provide the insurance required by Section B(1), (2), and (3) hereof do not constitute CM Costs, except
    to the extent that the Owner serving in the capacity as CM includes the costs of those standard insurance policies in its
    A&G costs reflected in Appendix D of the CMA.   Premiums, deductibles and self-insured retentions
    incurred by each Contractor or Subcontractor, each specifically in such capacity, to provide the insurance required by Section
    B(1), (2), (3), (4), (5), (6) and (7) hereof, will be borne as provided
    in the applicable Construction Agreement as a part of the provision of goods or services.


 


	  	4.	Unaffiliated
    Third Party Contractors:  For Project Construction Contracts between the CM and Third Party Contractors (and
    their Subcontractors), the insurance requirements approved by the Management Committee for such Contractors and Subcontractors
    will constitute part of the template documents to be negotiated with such Contractors and Subcontractors by the CM.  The
    CM shall also require Owners that become Contractors to utilize such insurance requirements in the negotiation of Subcontracts
    with their Subcontractors.


 


II.          OPERATIONAL
PHASE INSURANCE





A.           On
or before the In-Service Date, the insurance coverages set forth below will be procured and maintained as indicated:


 


	  	1.	Workers’
    Compensation and Employers Liability Insurance:  Each of the Responsible Entities, Owners, contractors and subcontractors
    will procure and maintain its own policy to comply with this Section A(1). Workers’ Compensation will cover no
    less than the statutory liability under the workers’ compensation laws of the states in which the work or services are
    performed. The Employers Liability limits on these policies will be no less than $5,000,000 each accident, $5,000,000 disease
    policy limit, and $5,000,000 disease each employee; except as respects contractors or subcontractors in which case limits
    on their


 






    	 	F-8	Confidential



    	 



    

 

	  	 	policies will be no less than $1,000,000
each accident, $1,000,000 disease policy limit, and $1,000,000 disease each employee.  Each of these policies will include
a waiver of subrogation in favor of each Owner and each Responsible Entity.  Coverage shall include USL&H and
Maritime coverage endorsements if each such exposure exists.


 

The
above limits may be met by any combination of primary and/or excess liability insurance limits.


 


	  	2.	Commercial
    General Liability (“CGL”) Insurance:  Each of the Responsible Entities, Owners, contractors
    and subcontractors will procure and maintain its own policy to comply with this Section A(2).  CGL, including
    contractual liability coverage, must have total limits of $20,000,000 per occurrence and in the aggregate for each Responsible
    Entity and Owner, and each Maintenance Provider will require any contractor or subcontractor engaged to procure and maintain
    CGL with limits at least equal to $5,000,000, or as otherwise approved by the Management Committee, per occurrence and in
    the aggregate. Each Responsible Entity, contractor and subcontractor will list each Owner as an additional insured (unless
    otherwise included as a named insured).  The Responsible Entities, contractors and subcontractors policies shall
    be deemed as primary insurance and not excess over or contributing with any insurance purchased or maintained by the Owners
    collectively.  Each of these policies will include a waiver of subrogation in favor of each Owner.  The
    above limits may be met by any combination of retention and excess liability insurance limits.


 


	  	Each owner should evaluate potential sharing
    of limits under the AEGIS Excess Liability Insurance policy.


 


	  	3.	Business
    Automobile Insurance:  This insurance shall contain a combined single limit of at least $5,000,000 per occurrence,
    shall be procured and maintained by the Responsible Entities, contractors and subcontractors and include coverage for, but
    not be limited to, the following:


 


	  	(a)	Bodily injury and property damage; and


(b)
Any and all vehicles owned, used or hired


 


The
Owners must be added as additional insureds (unless otherwise included as a named insured).


 


Each
of these policies will include a waiver of subrogation in favor of the Owners.


 


The
above limits may be met by any combination of primary and/or excess liability insurance limits.


 






    	 	F-9	Confidential



    	 



    

 


	  	4.	Watercraft
    and Aircraft Liability insurance:  If watercraft or aircraft of any kind will be used by a Responsible Entity
    or by anyone else on a Responsible Entity’s behalf, the Responsible Entity will require that the operator of the watercraft
    or aircraft maintain watercraft or aircraft public liability insurance covering bodily injury, property damage and passenger
    liability for any aircraft used, operated or hired in connection with the operating services.  The policy(ies) shall
    provide limits of $10,000,000 to $25,000,000 combined single limit for bodily injury and property damage per occurrence (&
    aggregate) and list the Responsible Entities and the Owners as additional insureds (unless otherwise included as a named insured).


 


	  	B.	Additional Provisions


 


	  	1.	All of the above insurance shall be placed
    with insurance companies with a current A.M. Best Insurance Guide Rating of A- and Class VII, or better. Each policy shall
    provide that it shall not be cancelled unless at least 60 days’ prior written notice (10 days for non-payment of premium)
    has been received by the Owners.


 


	  	2.	Certificates
    of Insurance; Proof of Loss:  Each Responsible Entity and Owner shall, on or before the date on which insurance
    required hereunder is to become effective, furnish to the other Responsible Entities and Owners certificates of insurance
    evidencing (i) its compliance with applicable requirements hereunder, and (ii) compliance by its contractors and subcontractors
    with applicable requirements hereunder.  Each contractor and subcontractor shall, on or before the date on which
    insurance required hereunder is to become effective, furnish to the Responsible Entity, Owner, or contractor by which it has
    been engaged as a contractor or subcontractor (as applicable) certificates of insurance evidencing compliance by it and its
    subcontractors with applicable requirements hereunder.  Each Responsible Entity and Owner shall maintain copies
    of certificates of insurance required to be furnished by it hereunder and shall maintain certificates of insurance evidencing
    its compliance with the requirements applicable to it hereunder.  Each Responsible Entity and Owner shall make such
    certificates available for inspection and copying upon request by any Responsible Entity, Owner or by the Management Committee
    and as otherwise required to facilitate implementation of the requirements hereunder.


 


The
party maintaining each insurance policy shall make proofs of loss under each such policy and shall take all other action reasonably
required to ensure collection from insurers for any loss under any such policy.


 


	  	3.	Costs:  The costs (including
premiums, deductibles and self-insured retentions) of insurance required by Sections II.A(1), (2) and (3)
to be provided by the Maintenance Provider will constitute a Maintenance Cost (premiums to be


 






    	 	F-10	Confidential



    	 



    

 

	  	 	reimbursed through A&G  charges
as provided in Appendix D of the OMA).  The costs of insurance required by Sections II.A(1), (2) and (3) borne
by the Control Center Authority or the Owner not serving as Maintenance Provider will not constitute a Maintenance Cost, except
as provided in Section 4.2 of this Agreement, which will be considered Control Center Costs.  The costs of insurance
required by Sections A(1), (2) and (3) incurred by each Contractor and Subcontractor will be borne as provided in the applicable
agreement with such Contractor or Subcontractor as part of the provision of goods and services under such agreement.  If
the insurance required by Section IIA(4) of this Exhibit F is required , the cost thereof will be a Maintenance
Cost and charged directly to the Project.


 






    	 	F-11	Confidential



    	 



    

 


Execution
Version


 


EXHIBIT
G


 


NERC
REQUIREMENTS


 


Section
1.1     Establishment
of Guidelines


 


The
Owners and Responsible Entities are committed to maintaining and operating the Facilities in full compliance with NERC reliability
standards in effect from time to time.  Because the Project is commonly owned, the Parties to this Agreement have
identified the segments that comprise the Project and have assigned responsibility for each segment to the specific Responsible
Entity set forth in Appendix A of the Operation and Maintenance Agreement.  Initially, the Responsible
Entity for NERC compliance with respect to the Project is also designated in Appendix A of the Operation and Maintenance
Agreement.  Each Owner is responsible, however, for NERC compliance with respect to its own Discretely Owned Substation Assets
as specified in Exhibit 1 to this Exhibit G.  The Owners agree to promptly modify Appendix A of
the Operation and Maintenance Agreement and Exhibit 1 to this Exhibit G as necessary to reflect any changes in Responsible
Entities or their assigned responsibilities (including the specific NERC reliability standards for which each such Person is responsible).  Because
the Project may be maintained or operated by multiple Responsible Entities, each of which will employ its own utility-wide procedures
to comply with Applicable Energy Regulations, including NERC reliability standards, the parties hereby establish this initial
set of guidelines.  Because the regulation of transmission facilities and their maintenance and operation exists in
a fluid regulatory environment, these guidelines must be examined and adjusted from time to time to reflect Applicable Energy
Regulations then in effect.  Aside from establishing an actual set of procedures to govern the manner in which the Owners
and the Responsible Entities intend to effect compliance with NERC reliability standards, this Exhibit G embodies
a set of principles intended to guide the Owners and Responsible Entities as changes in Applicable Energy Regulations occur and
modifications to the Owners’ compliance-related practices and procedures become necessary.  The Parties intend that
responsibility for compliance with NERC reliability standards applicable to the Project be managed in a way that (i) is compatible
with the compliance programs and existing compliance responsibilities of each of the Owners and Responsible Entities, (ii) minimizes
the collective and individual exposure of the Owners and Responsible Entities to liability for NERC-related violations and penalties,
and (iii) avoids unnecessary duplication of NERC compliance efforts.  The Parties further intend to satisfy the NERC
Rules of Procedure (NERC ROP, Section 501.1.4.3) requiring that only one party be responsible for compliance with the applicable
reliability standard requirements for each line segment.


 


Section
1.2     Assigned
Responsibilities


 


1.2.1           Maintenance
Provider and Control Center Authority Responsibilities.  As of the Effective Date, the Parties agree that each Responsible
Entity shall be responsible under this Agreement for compliance with Applicable Energy Regulations, including the NERC Transmission
Owner (“TO”), Transmission Operator (“TOP”), and Transmission Planner (“TP”) reliability standards identified as its responsibility
in Appendix A of the Operation and Maintenance Agreement as such standards relate to the line segments for which
such


 






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Responsible Entity is responsible.  When necessary, each Responsible Entity shall advise all appropriate Governmental
Bodies of its assigned responsibility.  Notwithstanding anything to the contrary herein, an Owner that is not named
as the Responsible Entity for NERC TO, TOP or TP compliance shall not be responsible to Governing Bodies for compliance obligations
of a “Transmission Owner”, “Transmission Operator” or “Transmission Planner”  under NERC reliability standards applicable
to such line segment; provided, however, that the foregoing shall not release the Owners from or modify the pro-rata contribution
obligations expressly set forth in Section 1.3.1 of this Exhibit G.


 


1.2.2           E&O
Committee Responsibilities.  Compliance by the E&O Committee with this Section 1.2.2 is a collective
responsibility of the Owners.  Each Responsible Entity and Owner shall provide the information necessary to allow full
compliance with the NERC reliability standards.  The E&O Committee shall be responsible for maintaining and updating,
no less than annually, Exhibit 1, Checklist of NERC Standards Applicability Form, to this Exhibit G.  Exhibit
1 is intended to serve as a reference guide for NERC standards in effect and applicable at the time of the E&O Committee
update.  Once modified by the E&O Committee, Exhibit 1 will be presented to the Management Committee
for approval.  For the avoidance of doubt, the Parties do not intend that the E&O Committee be constituted as a
NERC Registered Entity, but rather that the Responsible Entity, identified in Appendix A of the Operation and Maintenance
Agreement, for each applicable line segment shall be responsible for performing, or causing to be performed and reporting, or
causing to be reported, such ratings and other information as may be required by the NERC reliability standards.


 


1.2.3           Periodic
E&O Committee Review.  The E&O Committee shall periodically assess the allocation of responsibilities for
compliance with NERC reliability standards as assigned pursuant to Appendix A and update Exhibit 1 in light of the
current status of Applicable Energy Regulations and the related regulatory environment.  Such assessment shall take
place no less frequently than annually in connection with a Services Plan Review.  The E&O Committee shall formulate,
as appropriate, modifications to:  (i) the assignments of responsibility for NERC reliability standards in Appendix
A and Exhibit 1, and (ii) this Appendix F, for presentation to the Management Committee for consideration.  The
assessment by the E&O Committee must be sufficiently timely and comprehensive to evaluate and respond, if appropriate, to
changes in Applicable Energy Regulations.  The E&O Committee shall make such recommendations as it from time to
time deems necessary to assure that the responsibilities for compliance with Applicable Energy Regulations have been allocated
to foster overall compliance in as efficient and cost effective a manner as possible.


 


Section
1.3     Compliance
Failure


 


1.3.1           Responsibility.  If
a Governmental Body concludes that there has been failure to comply with Applicable Energy Regulations and such failure relates
to any segment, responsibility for economic penalties imposed on account of such failure will be as follows:


 


	  	(i)	if the failure arises from the willful
    misconduct or intentional misconduct of the Responsible Entity that is responsible for such segment and compliance with the
    applicable standard, such Responsible Entity shall bear full responsibility for such violation;


 






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	  	(ii)	if the failure arises because the written
    procedures adopted by the Responsible Entity that is responsible for such segment are found to be deficient, such Responsible
    Entity shall bear full responsibility for such violation; or


 


	  	(iii)	if the failure arises from any cause other
    than as described in clause (i) or (ii) above, each of the Owners shall bear responsibility in accordance with their
    respective Ownership Percentages.


 


For
the avoidance of doubt, (a) violations of Applicable Energy Regulations, including NERC reliability standards, relating solely
to Discretely Owned Substation Assets are the sole responsibility of the Discretely Owned Substation Owner and are not the responsibility
of the Parties to this Agreement in their respective capacities under this Agreement, and (b), as specified in Exhibit 1
to this Exhibit G, each of the Owners shall bear responsibility according to their respective Ownership Percentages with
respect to those accountability standards identified as  “Both-Penalty sharing if root cause event”, if the event investigation
finds that execution of the standards for the Project to be the root cause of the event.


 


1.3.2           Enforcement.1  If
any violation of Applicable Energy Regulations, including NERC reliability standards, are either self-certified or reported by
a Responsible Entity or alleged by a Governmental Body and such violation is of the nature described in Section 1.3.1(iii)
of this Exhibit G (“Possible Violations”), then the Responsible Entity for the segment or segments
to which such Possible Violations relate is entitled to contribution from the Owners for the economic penalty that could be imposed
as a consequence of such Possible Violations by complying with the procedures set forth in this Section 1.3.2.


 


1.3.2.1  Notice
of Possible Violations.  If a Responsible Entity either: (i) self- certifies or reports the existence of a
Possible Violation to a Governmental Body or (ii) receives a formal written advisement that a Governmental Body believes
there is a Possible Violation pertaining to the Facilities (e.g., a Notice of Potential Violation issued by the Midwest
Reliability Organization), then the Responsible Entity, within thirty (30) days of delivering or receiving any such certification,
report, or notice, shall give notice to the other Owner (a) describing such Possible Violation in reasonable detail; (b) indicating
whether the Possible Violation involves only the Project (or a portion thereof) or other transmission facilities as well as the
Project (or a portion thereof).


 


1.3.2.2  Contribution.  If
the Responsible Entity either (a) fails to give the notice required pursuant to Section 1.3.2.1 or (b) gives notice that
it will not demand contribution from the Owners, then, it shall bear the full responsibility for any such Possible Violations.
If the Responsible Entity will demand contribution from the other Owners and receives a proposed penalty from the Governmental
Bodies (e.g. Notice of Alleged Violation and Proposed Penalty or Sanction issued by the Midwest Reliability Organization)
exceeding $20,000 USD (adjusted for inflation from the date of this


 





 





	1This
    Section 1.3.2 is intended to address the Midwest Reliability Organization’s compliance and enforcement process in effect
    as of the Effective Time as shown in Attachment 1 to this Appendix G.


 






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Agreement),
the Responsible Entity shall notify the other Owner within fifteen (15) days of how the Responsible Entity intends to settle the
Possible Violation.


 


1.3.2.3  Settlement.


 


1.3.2.3.1  Project
Only Settlement.  [**]  Because the Responsible Entity  is obligated to pay the penalty (or
alternate settlement) to the Governmental Bodies, [**] in a timely manner provided the Responsible Entity has provided the Management
Committee with reasonable notice to consider and act upon any proposed penalty (or alternate settlement). [**] The Owners shall
bear their share of any economic penalty assessed and/or costs associated with any remedies approved in lieu of  assessed
penalty in such settlement in proportion to their respective Ownership Percentage upon issuance of a final notice (e.g.
Notice of Penalty Payment Due issued by the Midwest Reliability Organization) by the Governmental Bodies confirming the terms
of such settlement, subject only to the right of any Owner to challenge the categorization of the conduct of the Responsible Entity
as falling within the requirements of Section 1.3.1(iii) pursuant to the dispute resolution procedures set forth in Section
3 of Schedule 1 to this Agreement.


 


1.3.2.3.2  Apportionment
of Certain Settlements.  If the Responsible Entity intends to pursue a settlement of Possible Violation and
has given notice that it will demand contribution from the Owners, then, subject to Section 1.3.2.3.4, if the violation(s)
involve both the Project (or a portion thereof) and transmission facilities other than the Project, upon reaching a settlement
it intends to accept, it shall request that the Governmental Bodies with which it has reached agreement apportion culpability
for each violation as between the affected Project and the other transmission facilities of the Responsible Entity implicated
in such violations.  The Responsible Entity shall not communicate its views of the appropriate apportionment to such
Governmental Bodies in any manner whatsoever.  The Responsible Entity shall disclose to the other Owner all reports
prepared by Governmental Bodies that relate to their investigations, evaluations, or conclusions about the Possible Violation(s),
any written responses or other written defenses presented to such Governmental Bodies by the Responsible Entity and the full and
complete written terms of the proposed settlement (including correspondence and memoranda relating thereto).  The apportionment
of responsibility by the Governmental Bodies will be final and binding on the


 


[**]
Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 






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Responsible
Entities and the Owners.  Owners shall bear their respective Ownership Percentage of any economic penalty and/or costs
associated with any remedies adopted in lieu of economic penalty assessed in such settlement apportioned to the Project.


 


1.3.2.3.3  Failure
to Apportion.  If a Governmental Body refuses or fails to apportion culpability for a violation between the Project
and the other transmission facilities of the Responsible Entity, then the Responsible Entity demanding contribution shall use
its reasonable effort to fairly allocate any economic penalty imposed on account of such violation and present said allocation
methodology to the other Owner for discussion.  Any Owner may utilize the dispute resolution procedures set forth in
Article 3 of Schedule 1 to this Agreement to challenge the allocation of such penalty; however, the Owners
shall promptly pay the penalty (or alternate settlement) in a timely manner based on the Responsible Entity’s allocation
even if the dispute resolution process remains ongoing. The Responsible Entity has the burden of proving its entitlement to
contribution and the fair allocation of the penalty by a preponderance of the evidence.


 


1.3.2.3.4  Limitation
on Settlement.  Notwithstanding anything to the contrary herein, no Responsible Entity has the authority to enter
into a settlement of any Possible Violation that could constitute an admission of culpability by any Owner (other than the Owner
that is and solely in its capacity as the Responsible Entity) without the prior written consent of such Owner.


 


1.3.2.4    Contest.  If
the Responsible Entity and any Governmental Body considering Possible Violations do not reach a settlement and at any point the
Responsible Entity contests any finding of violation or penalty before a Governmental Body that has final administrative
power to impose such penalty (e.g., the Federal Energy Regulatory Commission), the Responsible Entity shall give notice
to the other Owner prior to initiating such contest and thereafter it shall not oppose the intervention or other participation
before such Governmental Body or in respect of any appeal of the decision of such Governmental Body by another Owner.


 


1.3.2.5  Independent
Rights of Owners.


 


1.3.2.5.1  Actions
in Defense.  Nothing in this Exhibit G shall be construed to prevent or restrict any Owner that becomes subject
to any request, inquiry or investigation of a Governmental Body from taking any action (or determining not to take any action)
it deems appropriate in connection therewith; provided, however, no such Owner has the authority to take any action,
including entering into any settlement, that could constitute an admission of culpability by any other Owner without the prior
written consent of such Owner.


 


1.3.2.5.2  Contribution
for Misallocation.  If  a penalty is paid, in whole or in part, by an Owner for a violation of Applicable
Energy Regulations, which violation arises from the operation or maintenance of any segment of the Project


 






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for which another Owner,
as a Responsible Entity, had the responsibility for compliance with Applicable Energy Regulations, then if the penalty imposed
on the Owner exceeds the amount it would have borne had the penalty been allocated as provided pursuant to Section 1.3.1
of this Exhibit G, then such Owner will be entitled to contribution from the other Owner under Section 16.2.3 of
this Agreement, the Responsible Entity, or both, as appropriate.


 


Section
1.4     Certain
Amendments.


 


Notwithstanding
anything in the Agreement (including this Exhibit G) to the contrary, the Parties agree that:  (i) the Owners
will be entitled to make the administrative changes to Appendix A of the Operation and Maintenance Agreement to comply
with the provisions of Section 1.1 of this Exhibit G with the consent of the E&O Committee, subject to approval
by the Management Committee and (ii) the E&O Committee, subject to approval by the Management Committee, will be entitled
to amend the provisions of Section 1.2 of this Exhibit G; provided, however, any such amendment that
imposes additional obligations on a party (in any capacity) or reduces the obligation of a party (in any capacity) must also be
consented to by such affected party.


 






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Exhibit 1





Checklist of NERC
Standards Applicability Form


 


	  	
        Accountable 

NERC 

Functional 

Registry

        
	Obligations Applicable to	  
	Standard	TO	TOP	TP	Line
                                         -


        Potential 

        for 

        Sharing 

        Penalties*

        
	Substation
                                         

                                         -


        No sharing 

        of 

        penalties**

        
	Both
                                         -


        Penalty 

        sharing if 

        root cause 

        of event***

        
	 
    
	BAL-005-0.2b	  	TOP	  	  	X	  	  
	CIP-002-3	TO	TOP	  	  	X	  	  
	CIP-003-3	TO	TOP	  	  	X	  	  
	CIP-004-3a	TO	TOP	  	  	X	  	  
	CIP-005-3a	TO	TOP	  	  	X	  	  
	CIP-006-3c	TO	TOP	  	  	X	  	  
	CIP-007-3a	TO	TOP	  	  	X	  	  
	CIP-008-3	TO	TOP	  	  	X	  	  
	CIP-009-3	TO	TOP	  	  	X	  	  
	COM-001-1.1	  	TOP	  	  	X	  	  
	COM-002-2	  	TOP	  	  	  	X	  
	EOP-001-2.1b	  	TOP	  	  	X	  	  
	EOP-003-2	  	TOP	  	  	X	  	  
	EOP-004-2	TO	TOP	  	X	  	  	  
	EOP-005-2	TO	TOP	  	  	X	  	  
	EOP-008-1	  	TOP	  	  	X	  	  
	FAC-001-1	TO	  	  	  	  	X	  
	FAC-002-1	TO	  	TP	  	  	X	  
	FAC-003-3	TO	  	  	X	  	  	  
	FAC-008-3	TO	  	  	X	  	  	  
	FAC-014-2	  	TOP	TP	X	  	  	  
	IRO-001-1.1	  	TOP	  	  	  	X	  
	IRO-004-2	  	TOP	  	  	X	  	  
	IRO-005-3.1a	  	TOP	  	  	  	X	  
	IRO-010-1a	TO	TOP	  	  	X	  	  



 






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	MOD-001-1a	  	TOP	  	  	  	X	  
	MOD-004-1	  	  	TP	  	  	X	  
	MOD-008-1	  	TOP	  	  	  	X	  
	MOD-010-0	TO	  	TP	X	  	  	  
	MOD-012-0	TO	  	TP	X	  	  	  
	MOD-018-0	  	  	TP	  	X	  	  
	MOD-019-0.1	  	  	TP	  	X	  	  
	MOD-020-0	  	  	TP	  	X	  	  
	MOD-021-1	  	  	TP	  	X	  	  
	MOD-026-1	  	  	TP	N/A	N/A	N/A	Generator Modeling
	MOD-027-1	  	  	TP	N/A	N/A	N/A	Generator Modeling
	MOD-028-2	  	TOP	  	N/A	N/A	N/A	MISO doesn’t use
	MOD-029-1a	  	TOP	  	N/A	N/A	N/A	MISO doesn’t use
	MOD-030-2	  	TOP	  	  	  	X	  
	NUC-001-2.1	TO	TOP	TP	N/A	N/A	N/A	No nuclear facilities connected
	PER-001-0.2	  	TOP	  	  	X	  	  
	PER-003-1	  	TOP	  	  	X	  	  
	PER-005-1	  	TOP	  	  	X	  	  
	PRC-001-1.1	  	TOP	  	  	X	  	  
	PRC-004-2.1a	TO	  	  	  	X	  	  
	PRC-005-1.1b	TO	  	  	  	X	  	  
	PRC-006-1	TO	  	  	  	X	  	  
	PRC-008-0	TO	  	  	  	X	  	  
	PRC-010-0	TO	TOP	  	  	X	  	  
	PRC-011-0	TO	  	  	  	X	  	  
	PRC-015-0	TO	  	  	  	X	  	  
	PRC-016-0.1	TO	  	  	  	X	  	  
	PRC-017-0	TO	  	  	  	X	  	  
	PRC-018-1	TO	  	  	  	X	  	  
	PRC-021-1	TO	  	  	  	X	  	  



 






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	PRC-022-1	  	TOP	  	  	X	  	  
	PRC-023-3	TO	  	  	  	X	  	  
	PRC-025-1	TO	  	  	N/A	N/A	N/A	Generator Relay Loadability
	TOP-001-1a	  	TOP	  	  	X	  	  
	TOP-002-2.1b	  	TOP	  	X	  	  	  
	TOP-003-1	  	TOP	  	X	  	  	  
	TOP-004-2	  	TOP	  	  	  	X	  
	TOP-005-2a	  	TOP	  	  	X	  	  
	TOP-006-2	  	TOP	  	  	X	  	  
	TOP-007-0	  	TOP	  	  	  	X	  
	TOP-008-1	  	TOP	  	  	  	X	  
	TPL-001-0.1	  	  	TP	  	  	X	  
	TPL-002-0b	  	  	TP	  	  	X	  
	TPL-003-0b	  	  	TP	  	  	X	  
	TPL-004-0a	  	  	TP	  	  	X	  
	VAR-001-4	  	TOP	  	  	X	  	  
	  	  	  	  	  	  	  	  
	* - Standards in this column are recognized as applicable to ongoing operations of the Facilities.  This agreement assumes potential for sharing of penalties resulting from standards violations directly associated with the Facilities, as specified in Section 1.3.2 of this Exhibit G.	  
	** - Standards in this column apply each Owner’s Discretely Owned Substation Assets.  Penalties from violations of these standards would be borne by the Discretely Owned Substation Owner.	  
	*** - Standards in this column require consideration of both the Facilities and the Discretely Owned Substation Assets. There is potential for sharing of penalties arising from an event, as specified in Section 1.3.2 of this Exhibit G, if an event investigation finds the execution of the standard requirements on the Facilities to be the root cause of the event giving rise to the penalty.	  


 






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EXHIBIT
J


 


FORM
OF TRANSMISSION EASEMENT AGREEMENT


AND


MEMORANDUM
OF PROJECT OWNERSHIP AGREEMENT


 


Drafted
by and upon


recording
return to:


 


Otter Tail Power Company


215 South Cascade Street


Fergus Falls, MN 56537


 





	The
space above this line is reserved for recording purposes.



 


TRANSMISSION
EASEMENT AGREEMENT


AND


MEMORANDUM
OF PROJECT OWNERSHIP AGREEMENT


 


THIS TRANSMISSION
EASEMENT AGREEMENT AND MEMORANDUM OF PROJECT OWNERSHIP AGREEMENT (this “Agreement”) is entered into and
effective as of June 12,  2015 (the “Effective Date”) by and between Montana-Dakota Utilities Co.,
a division of MDU Resources Group, a Delaware corporation (“MDU”), and Otter Tail Power Company, a corporation
organized and existing under the laws of the State of Minnesota (“OTP”).  MDU and OTP shall be referred
to herein individually as an “Owner” and collectively as the “Owners.”


 


RECITALS


 


A.           The
Owners are party to that certain Project Ownership Agreement (the “POA”) dated as of June 12, 2015, and the
Project Transmission Capacity Exchange Agreement (the “ Project TCEA”) dated as of June 12, 2015, pursuant to
which the Owners have agreed to participate in the electric transmission project described therein (the “Project”)
which establishes the respective rights, duties and obligations of the Owners with respect to their ownership of the various components
of the Project, including the use of (i) the real property:  (a) described on Exhibit A (legal description
of DOSA real property),  and (b) referenced in Recital E below (the “Project Real Property”),
and (ii) the Discretely Owned Substation Assets, as described on Exhibit A-1 and A-2 (the "Discretely Owned
Substation Assets”).  Capitalized terms not otherwise defined herein shall have the meaning ascribed
to such terms in the Project Agreements (as such term is defined in the POA).


 


B.           The
POA allows that the existence of such Project Agreements, including the waiver of the right to partition set forth in the
POA, as the same are more fully described below, be evidenced of record by a filing with the appropriate Governmental Bodies
(as defined in the POA) in all relevant jurisdictions.


 


C.           The
POA and that certain Construction Management Agreement by and between the Owners in various legal capacities (the “CMA”)
provides for the construction of and/or certain improvements to the Real Property, including the Project as defined in the POA.


 


D.           The
Owners are each also designated individually as a “Discretely Owned Substation Owner” on Exhibit A.  OTP
owns the Big Stone South Substation and MDU owns the Ellendale 345 kV Substation.  Each Discretely Owned Substation Owner
acts in its capacity as a Discretely Owned


 






    	 	1	Confidential



    	 



    

 

Execution Version

 


Substation Owner separate and apart from its capacity as an Owner.  Each Discretely
Owned Substation Owner owns the real Property identified and legally described in the attached Exhibit A.  The
Discretely Owned Substation Assets are located on and will be constructed or improved, as applicable, on such real Property.  Each
Owner is separately granted certain easements across portions of the real Property of the other Owner on which the respective Exhibit
A Discretely Owned Substation Assets are or will be located.


 


E.           The
Owners have an undivided ownership interest as tenants-in-common in the Project located on the Project Real Property identified
and legally described on Exhibit B. 


 


F.           The
Owners, as both Owners and Discretely Owned Substation Owners acting in their respective capacities as such, have agreed pursuant
to the Project Agreements, including the POA and the Project TCEA, to grant certain easements relating to the Project
and the Discretely Owned Substation Assets, and the real Property upon which the Project and Discretely Owned Substation Assets
are situated, upon the terms and conditions described herein.


 


AGREEMENT


 


In consideration
of the foregoing Recitals, the definitions and references to definitions of which are incorporated by reference herein, the mutual
covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Owner, in its capacity as an Owner and a Discretely Owned Substation Owner, agrees as follows:


 


·           Memorandum
of POA.  As of the Effective Date, the provisions of this Section 1 evidence of record the POA,
which may affect the rights of the Owners, including Discretely Owned Substation Owners, and other persons dealing with the Project
Real Property.


 


·           Project
Property Interests.  The Project property interests  are owned by the Owners as tenants-in-common
and  the Discretely Owned Substation Assets are owned individually as follows:


 


·           Project.  In
accordance with Section 3.1.1.1 of the POA, all Property interests constituting the Project are owned by the Owners
as tenants-in-common in undivided ownership interests.  Such ownership interests shall be (i) in accordance with the
Ownership Percentages described in Section 3.1.3.1.1 of the POA, and (ii) subject to being adjusted as provided by
the POA.


 


·           Discretely
Owned Substation Assets.  In accordance with Section 3.1.1.2 of the POA, all Property interests
constituting Discretely Owned Substation Assets are owned individually by each of the Owners as reflected in Exhibit A-1
and A-2.  The Discretely Owned Substation Assets are not part of the Project.


 


·           Other
Rights.  Each Owner acknowledges and agrees that it does not have and will not claim, either through itself or
any other Person (including any Financing Parties or any trustee of its bankruptcy estate), any right, title or other interest
in or to any property interest in the Discretely Owned Substation Assets of the other Owner. Each Owner further acknowledges and
agrees that any assertion by any Owner, or any Person claiming interests through an Owner (including any of its Financing
Parties or any trustee of its bankruptcy estate), of any right, title or other interest in another Owner’s Ownership Percentage
or such other Owner’s Property interests inconsistent with the preceding sentence will be null and void ab initio.


 






    	 	2	Confidential



    	 



    

 

Execution Version

 


·           Waiver
of Right to Partition. Each of the Owners has agreed under Section 3.1.5 of the POA that it
will not take any action at any time by a Proceeding or otherwise exercise any right available under Applicable Law to partition
the Project or any part thereof in any way, whether by partition in kind or by sale and division of the proceeds thereof.  Each
of the Owners has further irrevocably waived the right of partition and the benefit of all Applicable Law (including statutory
and common law) that may now or hereafter authorize such partition of the Project or any part thereof pursuant to Section 3.1.5
of the POA.  If any such right of partition accrues, after the Effective Time, each Owner has agreed to, from
time to time upon the written request of the other Owner, execute and deliver such further instruments as may be necessary to confirm
the foregoing waiver and release of its right to partition pursuant to Section 3.1.5 of the POA. By way of clarification,
the Owners acknowledge and agree that the waiver of the right to partition the Project contained in Section 3.1.5 of
the POA only applies to those Property interests that are owned as tenants-in-common by the Owners and does not apply to
Property interests that are owned individually by the Owners, including the Discretely Owned Substation Assets.  The
provisions of Section 3.1.5 of the POA are binding upon and inure to the benefit of the Owners, their respective
successors and assigns, including Financing Parties and their respective successors and assigns, and will run with the Project
Real Property.  Each Owner has agreed under Section 3.1.5 of the POA to insert a similar covenant in any
contract with any Person (other than the other Owner) that acquires all or any portion of its Ownership Percentage, which covenant
will be enforceable by either or both of the other Owner or by the Management Committee established by the Owners pursuant to the
POA.


 


·           Permitted
Transfers and Right of First Negotiation.  Each of the Owners has agreed under Article 10 of the POA
that, except for Permitted Transfers, such Owner will not make transfers of its Ownership Percentage and also that Permitted
Transfers may only be engaged in if the rules and conditions to transfer of Article 10 are satisfied or (if waiver is permitted)
waived.  Section 10.4 of the POA provides that certain Permitted Transfers are subject to a right of first
negotiation. In addition, an Owner’s rights under this Agreement are appurtenant to the Owner’s Ownership Percentage,
and, accordingly, (i) if an Owner Transfers all or part of its Ownership Percentage to a Third Party or an Affiliate, the Owner
must also Transfer a corresponding and equivalent portion of all associated rights, obligations and interests of the transferring
Owner in and to this Agreement, and (ii) an Owner may not Transfer any of its rights under this Agreement except in connection
with a corresponding and equivalent Transfer of the Owner’s Ownership Percentage which is permitted under the POA.


 


·           Discretely
Owned Substation Assets Easement.  Subject to Applicable Law and Applicable Energy Regulations, each Discretely
Owned Substation Owner hereby grants the other Owner and its respective successors, assigns, heirs, personal representatives, tenants,
or any Persons claiming through them, (i) a ninety-nine year, irrevocable and non-exclusive, easement over the real Property owned
by such Owner and described in Exhibit A and such Owner’s Discretely owned Substation Assets for the transmission
of electrical power and energy and data to and through the Discretely Owned Substation Assets (such easements being labeled on
Exhibit A as the “Ellendale 345 kV Substation DOSA Easement Area”  in the case of the Ellendale  230
kV Substation, and as the “Big Stone South Substation DOSA Easement Area” in the case of the Big Stone South Substation);
(ii) a ninety-nine year, irrevocable and non-exclusive easement to a share equal to its Ownership Percentage of the Original Base
MVA over the Discretely Owned Substation Assets as described in Exhibit A-1 and A-2, including the real Property
upon which such Discretely Owned Substation Assets are situated as described in Exhibit A-1 and A-2, for all
purposes necessary and appurtenant to the transmission of electrical power, energy and data to and through such Discretely Owned
Substation Assets as provided in the Project Agreements, including the Project TCEA; and (iii) a ninety-nine year,
non-exclusive easement over the real Property on which such Owner’s Discretely Owned Substation Assets are situated as described
in Exhibit A-1 and A-2 for the purpose of accessing the fiber data transmission line(s) within the Discretely
Owned Substation Assets as


 






    	 	3	Confidential



    	 



    

 

Execution Version

 


described in Exhibit A-1 and A-2, provided, however, the access rights
described in this clause (iii) shall be subject to reasonable advance notice by the other Owner to the Discretely Owned Substation
Owner and compliance by the other Owner with reasonable safety and security policies relating to such access.  The easements
granted in this Agreement are not intended to and do not expand upon the rights granted in the TCEA.


 


·           Project
Easement.  Each Owner grants to the other Owner(s) a non-exclusive, ninety-nine year, irrevocable easement over
the Project Real Property described in Exhibit B and the Project to be located on such Project Real Property for
the transmission of electrical power and energy and data through the Project, and a non-exclusive easement to its Ownership Percentage
of the Original Base MVA for all purposes necessary and appurtenant to the transmission of electrical power, energy and data through
the Project as provided in the Project Agreements, including the Project TCEA.


 


·           No
Merger.  There shall be no merger of this Agreement or of the easements granted herein with the fee estate in
the real Property described in Exhibit A or Exhibit B by reason of the fact that this Agreement
or any interest in the easements may be held, directly or indirectly, by or for the account of any Person or Persons who shall
own any interest in the fee estate.  No merger shall occur unless and until all parties at the time having an interest
in the fee estate and all parties (including any mortgagee) having an interest in this Agreement shall sign and record a written
instrument effecting such merger.


 


·           Runs
with the Land.  This Agreement shall run with the land affected and shall be binding on, and inure to the
benefit of the Discretely Owned Substation Owners in their capacities as such, the Owners and their respective successors and assigns,
heirs, personal representatives, tenants, or any other Persons claiming through them; provided, however,
in the event of a Transfer as a result of or upon exercise of a Collateral Assignment, the monetary obligations of the Discretely
Owned Substation Owner that accrued prior to the date of Transfer will not run with the land affected and will remain the obligation
of the Discretely Owned Substation Owner.  No Discretely Owned Substation Assets can be transferred without binding
the transferee to this Agreement, provided, however, the grant of a Collateral Assignment shall
not be deemed a Transfer for purposes of this Agreement, provided further, however,
in the event of a Transfer of Discretely Owned Substation Assets as a result of or upon exercise of a Collateral Assignment,
the monetary obligations of the Discretely Owned Substation Owner that accrued prior to the date of Transfer will not be included
in such Transfer and will remain the obligation of the Discretely Owned Substation Owner.


 


·           No
Consequential Damages.  The Discretely Owned Substation Owner will not be liable to any Owner under this Agreement
for Consequential Damages except Consequential Damages arising from any Third Party Claims.


 


·           Forward
Contract.  The Owners acknowledge and agree that this Agreement and the other Project Agreements are “forward
contracts” and that the Owners are “forward contract merchants”, as those terms are defined in the United States
Bankruptcy Code.  The Owners further acknowledge and agree that this Agreement and the other Project Agreements form
a single, integrated agreement, and this Agreement and the other Project Agreements are entered into in reliance on the fact that
this Agreement and the other Project Agreements collectively form a single agreement among the Owners.


 


·           Recording.  This
Agreement may be recorded in each county in which the Real Property described in Exhibit A or Exhibit
B is located.


 


·           Counterparts.  This
contract may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall
constitute one and the same instrument.


 






    	 	4	Confidential



    	 



    

 

Execution Version

 


[SIGNATURE
PAGES FOLLOW]


 






    	 	5	Confidential



    	 



    

 




IN WITNESS WHEREOF,
the undersigned Owner and Discretely Owned Substation Owner has caused this Agreement to be executed as of the date above recited.


 


OTTER TAIL POWER COMPANY




	 	 	 	 
	BY	 	 	 	 
	NAME: Timothy Rogelstad	 
	ITS: President	 
	 	 


 


	 	 	 	 
	STATE OF ______________	)	 
	 	 	) ss.	 
	COUNTY OF ____________	)	 


 


The foregoing instrument
was acknowledged before me this ______ day of ________________________________, 2015, by _____________________________________
of OTTER TAIL POWER COMPANY, a corporation organized and existing under the laws of the State of Minnesota, on behalf of the company.


 





	 	Notary Public



 


[SIGNATURE
PAGE TO TRANSMISSION EASEMENT AGREEMENT AND 

MEMORANDUM OF PROJECT OWNERSHIP AGREEMENT]


 






    	 	PAGE
                                         1 OF 4	Confidential



    	 



    

 




IN WITNESS WHEREOF,
the undersigned Owner and Discretely Owned Substation Owner has caused this Agreement to be executed as of the date above recited.


 


MONTANA-DAKOTA UTILITIES
CO., A DIVISION OF MDU RESOURCES GROUP, INC.




	 	 	 	 
	BY:	 	 	 	 
	NAME: David L. Goodin	 
	ITS: President and CEO of
MDU Resources Group, Inc.	 
	 	 


 


	 	 	 	 
	STATE OF ______________	)	 
	 	 	) ss.	 
	COUNTY OF ____________	)	 


 


The foregoing instrument
was acknowledged before me this ______ day of ________________________________, 2015, by _____________________________________
of Montana-Dakota Utilities Co., a Division of MDU Resources Group, Inc., on behalf of the company.


 

	 	Notary Public




 


[SIGNATURE
PAGE TO TRANSMISSION EASEMENT AGREEMENT AND 

MEMORANDUM OF PROJECT OWNERSHIP AGREEMENT]


 






    	 	PAGE
                                         2 OF 4	Confidential



    	 



    

 


Exhibit
A





To


 


TRANSMISSION
EASEMENT AGREEMENT





AND





MEMORANDUM
OF PROJECT AGREEMENT


 


EXHIBIT A-1



 


BIG STONE
SOUTH SUBSTATION ASSETS AND





LEGAL
DESCRIPTION OF REAL PROPERTY


 


The Big Stone
South Substation owned by OTP and located on the Premises identified below, which substation is not part of the Project.


 


Big Stone
South Discretely Owned Substation Assets


 


The Big Stone
South  Substation DOSA consists of the 345 kV and the 230 kV portions of the Big Stone South Substation which includes
structural steel, transformers, foundations, deadend structure for the Ellendale 345 kV transmission line and associated insulators,
jumpers from the jointly owned 345 kV transmission line to the 345 kV bus, the 345 kV bus including future expansion of the 345
kV bus,  345 kV  and 230 kV breakers and associated switches, line switch 3713, protection and control equipment,
wave traps, fiber patch panel and associated terminations.


 


Big Stone
South Substation DOSA Premises Description


 


All the tract
of land lying in and being in the County of Grant and State of South Dakota, described as follows, to wit:


 


The
Northeast Quarter (NE 1⁄4) of the Northwest Quarter (NW 1⁄4) EXCEPT Lot H-1 and EXCEPT a strip of land seventeen (17)
feet wide on the West side of the Northeast Quarter (NE 1⁄4)  of the Northwest Quarter (NW 1⁄4), in Section
Twenty-four (24), Township One Hundred Twenty-one (121) North, Range Forty-seven (47) West of the 5th
P.M.





AND





Lot H1 in the
Northeast Quarter (NE 1⁄4) of the Northwest Quarter (NW 1⁄4), Section Twenty-four (24), Township One Hundred Twenty-one
(121) Range Forty-seven (47), Grant County, South Dakota.


 






    	 	A-8	Confidential



    	 



    

 


Big Stone
South Substation DOSA Easement Area


 


A parcel of land
situated in the Northeast Quarter of the Northwest Quarter of Section Twenty-four (24), Township One Hundred Twenty-one (121) North,
Range Forty-seven (47) West of the Fifth Principal Meridian, Grant County, South Dakota, the Substation Premises being more particularly
described as follows:


 


     The
North boundary of said Premises being 348 feet South of and parallel to the North line of Section 24; the East boundary being 331
feet West of and parallel to the North-South Quarter line of Section 24; the South boundary being 1018 feet South of and parallel
to the North line of Section 24; and the West boundary being 336 feet East of the West line of the Northeast Quarter of the Northwest
Quarter of Section 24.


 


     TOGETHER
WITH


 


     The
South 25 feet of the North 580 feet of the West 336 feet of the Northeast Quarter of the Northwest Quarter of Section 24.


 






    	 	A-9	Confidential



    	 



    

 


Big Stone South
Substation DOSA Easement Area Site View


 


[**]


 


[**] Denotes confidential
information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 






    	 	A-10	Confidential



    	 



    

 


EXHIBIT A-2



 


ELLENDALE 345
kV SUBSTATION ASSETS AND





LEGAL
DESCRIPTION OF REAL PROPERTY


 


The Ellendale
345 kV Substation owned by MDU and located on the Premises identified below, which substation is not part of the Project.


 


Ellendale
345 kV Substation Discretely Owned Substation Assets


 


The Ellendale
345 kV Substation DOSA consists of the 345 kV and the 230 kV portions of the Ellendale 345 kV Substation which includes structural
steel, transformers, foundations, deadend structures for the Big Stone 345 kV transmission line and associated insulators, jumpers
from the jointly owned 345 kV transmission line to the 345 kV bus, the 345 kV and 230 kV bus including future expansion of the
345 kV and 230 kV bus, 345 kV and 230 kV breakers with associated switches, line switches, protection and control equipment, reactive
compensation, wave traps, fiber patch panel and associated terminations, metering equipment.


 


Ellendale
345 kV Substation DOSA Premises Description


 


All the tract
of land lying in and being in the County of Dickey and State of North Dakota, described as follows, to wit:


 


The
Northeast Quarter (NE 1⁄4) of the Northeast Quarter (NE 1⁄4) of Section Nine (9), Township One Hundred Twenty-nine (129)
North, Range Sixty-three (63) West of the 5th
P.M.


 


Ellendale
345 kV Substation DOSA Easement Area


 


A parcel of land
situated in the Northeast Quarter of the Northeast Quarter of Section Nine (9), Township One Hundred Twenty-nine (129) North, Range
Sixty-three (63) West of the Fifth Principal Meridian, Dickey County, North Dakota, the Substation Premises being more particularly
described as follows:


 


     Commencing
at a found rebar at the Northeast Corner of Section 9, T129N, R63W, Dickey County, North Dakota; thence south 89037’38”
West along the North Line of Section 9 for a distance of 33.00 to the West Right of Way Line of 87th
Avenue SE; thence South 01017’22” East for a distance of 33.00 feet to a set rebar and Cap. No. 4019 on the South
Right of Way Line of 97th Street
SE and the Point of Beginning; thence continuing South 01017’22” East along the West Right of Way Line of 87th
Avenue SE for a distance of 1200.00 feet to a set rebar and Cap No. 4019; thence South 89037’38” West parallel
with the North Line of Section 9 for a distance of 575.00 feet to a set rebar and Cap No. 4019; thence North 01017’22”
West parallel with the East Line of Section 9 for a distance of 1200.00 feet to a set rebar and Cap. 4019; thence North 89037’38”
East parallel with and 33.00 feet distant from the North Line of Section 9 for a distance of 575.00 to the Point of Beginning;
This parcel contains 15.84 acres or 689,912 square feet more or less, excluding road rights of way and is subject to all prior
exceptions, reservations, easements, right of way, restrictions covenants and conveyances for highway purposes.


 






    	 	A-11	Confidential



    	 



    

 


Ellendale
345 kV Substation DOSA Easement Area Site View


 


Montana Dakota
Utilities Company’s Ellendale 345 kV Substation DOSA


 






    	 	A-12	Confidential



    	 



    

 


 


 






    	 	A-13	Confidential



    	 



    


 




Exhibit
B

To 

TRANSMISSION EASEMENT AGREEMENT

AND

MEMORANDUM OF PROJECT AGREEMENT



Project Owned as Tenants-in-Common and Owners


  


	Transmission
    Line	Miles	Conductor	Structure
    Type	Configuration
    
	A
    345 kV transmission  line running between the Otter Tail Power’s Big Stone South Substation and the Montana-Dakota
    Utilities’ Ellendale 345 kV Substation along a route on the Real Property described in the easement listing set forth
    in this Exhibit B, upon which such transmission line will be situated	Approximately
    162 miles	2-T2-477
    kcmil ACSR	Monopole
    on concrete foundations	Single
    circuit


  


The
above description of the Project, including the easement listing set forth below, is current as of the date of execution of the
Project Agreements, including this Agreement


  



    	 	C-1	Confidential



    	 



    







 


	EXHIBIT
                                         B TO EXHIBIT J-1 

        PROJECT
        OWNED AS TENANTS-IN-COMMON AND OWNERS 

        (Roster
        of Easements)



  


Dickey
County, ND


	Parcel
    ID	Landowner
    

Name	Twp	Rng	Sec	Legal
    

Description	Crop
    Acres	Pasture
    Acres	Total
    Acres	Option
    Status
	[**]	[**]	[**]	[**]	[**]	[**]	6.04	0	6.04	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	3.55	3.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.62	1.93	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.35	1.74	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.28	0	1.28	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.84	0	7.84	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.73	0	0.73	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	1.85	0.58	2.43	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.76	0.69	5.45	Signed


 




[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-2	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	6.71	3.14	9.85	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.94	1.15	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.2	1.27	3.47	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.43	0	6.43	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.65	0	2.65	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.61	2.05	6.66	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	13.76	1.55	15.31	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.87	0	8.87	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.73	0	2.73	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-3	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	8.35	0	8.35	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	12.29	1.01	13.3	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.32	2.1	6.42	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.24	0.41	6.65	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.23	0.21	2.44	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.28	0	2.28	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.72	0	5.72	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.57	0	9.57	Signed


  


Brown
County, SD


	Parcel
    ID	Landowner
    

Name	Twp	Rng	Sec	Legal
    

Description	Crop
    Acres	Pasture
    Acres	Total
    Acres	Option
    Status
	[**]	[**]	[**]	[**]	[**]	[**]	6.42	2.67	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.82	2.27	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.26	1.83	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.99	2.1	9.09	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-4	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	8.27	0.82	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.41	1.36	8.77	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.78	1.31	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.63	1.46	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed


 


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-5	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	5.25	0	5.25	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.02	2.07	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	6.75	2.34	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	 	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.53	1.56	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	 	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.6	3.49	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	11.05	2.48	13.53	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	1.37	1.37	Negotiation
	[**]	[**]	[**]	[**]	[**]	[**]	10.03	0	10.03	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.81	1.22	9.03	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-6	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.37	2.72	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.86	2.3	5.16	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.98	0	4.98	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.28	1.81	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.28	3.57	8.85	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.87	0.14	4.01	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-7	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	6.57	0.7	7.27	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.62	0	2.62	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.66	0	2.66	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.62	0	2.62	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.45	2.64	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.99	0	1.99	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.57	3.26	9.83	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.57	3.26	9.83	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.9	0	1.9	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-8	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	6.07	3.02	9.09	Negotiation
	[**]	[**]	[**]	[**]	[**]	[**]	6.82	3.07	9.89	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	3.64	0	3.64	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.56	0	3.56	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.53	0	5.53	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.45	0	5.45	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.26	0	3.26	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.65	0	2.65	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.25	0	6.25	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.86	0	5.86	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-9	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	2.84	0	2.84	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.78	0	3.78	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.31	0	5.31	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.09	0	6.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.78	0	3.78	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	16.55	0	16.55	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.43	0	0.43	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	18.18	0	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.06	0	9.06	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.3	1.26	4.56	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.56	0	4.56	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-10	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	9.08	0	9.08	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.08	0	9.08	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.58	0	2.58	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	4.53	4.53	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.96	0	1.96	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.95	0	3.95	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.57	0	2.57	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.09	0	7.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.58	0	2.58	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.26	0	0.26	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-11	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	18.18	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	14.75	0	14.75	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.61	0	4.61	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.88	0	5.88	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	10.12	10.75	20.87	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.54	0	4.54	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.54	0	4.54	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.81	0	6.81	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.27	0	2.27	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-12	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	18.18	0	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0	6.11	6.11	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.91	0	5.91	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.16	0	3.16	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.71	0	5.71	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-13	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	0	5.43	5.43	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.66	0	3.66	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.4	0	3.4	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.09	0	5.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.69	0	4.69	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.41	0	4.41	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.42	0.57	3.99	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.24	3.51	9.75	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	1.15	0	1.15	Denied


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-14	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	6.5	2.59	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	13.63	0	13.63	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	2.27	2.27	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.57	0	4.57	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.52	0	4.52	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	18.18	0	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.46	3.63	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.54	0	4.54	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.54	0	4.54	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-15	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	9.28	8.9	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.65	3.44	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.67	6.42	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.93	1.16	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.39	2.7	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	14.1	4.08	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.51	3.58	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	18.18	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	15.54	1.69	17.23	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	15.54	1.69	17.23	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-16	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	7.13	1.96	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.75	0	2.75	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.28	1.96	9.24	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	9.09	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.07	7.02	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	8.82	0.27	9.09	Easement
    Only


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-17	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	0	0.22	0.22	Signed


  


Day
County, SD


	Parcel
    ID	Landowner
    Name	Twp	Rng	Sec	Legal
    

Description	Crop
    Acres	Pasture
    Acres	Total
    Acres	Option
    Status
	[**]	[**]	[**]	[**]	[**]	[**]	3.96	0	3.96	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	12.33	5.85	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.66	 	1.66	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.83	0.39	3.22	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.55	0	5.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.38	0.71	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.65	0	2.65	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.89	1.38	6.27	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	13.55	4.46	18.01	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.87	1.17	2.04	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.36	2.83	7.19	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-18	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	4.71	0.47	5.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.49	0.51	4	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.66	1.35	2.01	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	5.52	1.63	7.15	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.57	3.61	9.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.89	8.61	16.5	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.5	0	0.5	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.32	9.32	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	14.76	3.42	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.9	1.19	9.09	Denied


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-19	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	15.09	3.09	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	10.85	0	10.85	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.37	0.41	3.78	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.01	1.38	3.39	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.89	2.66	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.55	4.17	5.72	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.11	2.62	4.73	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.56	0	3.56	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.86	0	1.86	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	11.34	4.51	15.85	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	15.91	0	15.91	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-20	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	0	0	0	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.27	0	2.27	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.71	8.85	13.56	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	4.55	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.94	5.34	9.28	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.81	1.47	9.28	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.61	2.48	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.26	0.83	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	15.36	1.52	16.88	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-21	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	4.16	0.39	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	4.43	4.43	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.72	9.72	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.76	0	2.76	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	13.64	0	13.64	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.55	0	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.05	0.5	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.74	1.35	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	3.21	1.34	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	6.41	2.68	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0	4.55	4.55	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0	1.78	1.78	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-22	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	8.87	0.22	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.28	3.15	9.43	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	16.64	1.54	18.18	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	6.1	2.99	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	6.46	2.63	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.93	2.16	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.1	2.99	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.65	4.37	6.02	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	4.76	4.33	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0	0.52	0.52	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	7.25	1.84	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.03	3.83	4.86	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.15	1.4	4.55	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-23	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	8.12	0.97	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.81	2.28	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	12.3	6.03	18.33	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.24	11.82	18.06	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.63	1.37	2	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	1	1.14	2.14	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.12	3.52	10.64	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0.36	4.74	5.1	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.95	0	1.95	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	1.75	2.88	4.63	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.02	2.73	6.75	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.37	3.48	6.85	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.94	0	6.94	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0	4.85	4.85	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-24	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	6.06	0	6.06	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.85	0	4.85	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.4	0	4.4	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	2.39	2.39	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.72	0	6.72	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0	12.97	12.97	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.68	1.45	4.13	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	1.79	1.79	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.69	2.4	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	8.27	0.82	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	18.18	0	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	18.26	0	18.26	Denied


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-25	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	0.03	0	0.03	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	4.88	0	4.88	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.64	11.22	12.86	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.4	2.56	3.96	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	0.85	4.32	5.17	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.04	1.14	5.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.75	0.43	5.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.96	0	3.96	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	3.96	0.4	4.36	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.88	0	3.88	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.88	0	3.88	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.08	0	5.08	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.78	0.3	5.08	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-26	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	0.07	0.89	0.96	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.38	0	0.38	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	4.56	0	4.56	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.99	0	9.99	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	 	 	0	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.19	0	5.19	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.62	0	4.62	Signed


  


Grant
County, SD


	Parcel
    ID	Landowner
    Name	Twp	Rng	Sec	Legal
    

Description	Crop
    Acres	Pasture
    Acres	Total
    Acres	Option
    Status
	[**]	[**]	[**]	[**]	[**]	[**]	8.43	0.66	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.6	0	4.6	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.27	0	2.27	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	8.94	8.94	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.6	0.79	1.39	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-27	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	2.29	5.48	7.77	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.53	5.29	5.82	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.34	0.75	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3	6.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	20.42	5.88	26.3	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	0	0	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.55	0	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	0	0	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.25	0	4.25	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.82	3.27	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	3.67	3.67	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	18.18	0	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.84	0	4.84	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.47	0	0.47	Easement
    Only


 


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-28	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	9.09	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.21	0	9.21	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.42	0.69	2.11	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.81	0	5.81	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.04	0	5.04	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.3	0	2.3	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.31	0	0.31	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	4.67	0	4.67	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.39	2.3	11.69	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	10.91	0.31	11.22	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	0.05	0.05	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	2.99	6.1	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	2.07	2.07	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.57	0	1.57	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-29	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	3.54	1	4.54	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.87	0	6.87	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.57	0	1.57	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	20	10	30	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	1.95	1.95	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	4.55	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	0.17	0.17	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	7.36	1.42	8.78	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.67	0	8.67	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.65	1.44	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.22	2.87	9.09	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-30	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	3.67	5.42	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.83	0	0.83	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	10.01	3.63	13.64	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	0	0	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	3.65	3.03	6.68	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.5	0	6.5	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	13.64	0	13.64	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.65	0	1.65	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.9	1.74	3.64	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.6	0.49	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.2	0	2.2	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	2.33	0	2.33	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.49	2.6	9.09	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-31	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	13.31	0	13.31	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.98	0.57	4.55	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	3.03	0	3.03	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	5.68	0	5.68	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.77	0	7.77	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	8.48	8.48	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.42	1.67	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.64	2.91	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.81	0	1.81	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.12	2.8	11.92	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.55	0	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.55	0	4.55	Signed


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-32	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	5.76	0	5.76	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	0.1	0.1	Easement
    Only
	[**]	[**]	[**]	[**]	[**]	[**]	5.04	13.14	18.18	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	9.09	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.55	0	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	1.16	0	1.16	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	6.83	5.78	12.61	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0.39	4.16	4.55	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	0	0.3	0.3	Easement
    Only


 





[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


 




    	 	C-33	Confidential



    	 



    

 


	[**]	[**]	[**]	[**]	[**]	[**]	13.64	0	13.64	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.69	0	8.69	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	9.09	0	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.6	1.42	9.02	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	3.33	0	3.33	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.63	4.46	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	4.53	4.56	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	7.94	1.15	9.09	Signed
	[**]	[**]	[**]	[**]	[**]	[**]	8.3	0.52	8.82	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	17.95	0	17.95	Denied
	[**]	[**]	[**]	[**]	[**]	[**]	7.64	0	7.64	Denied


  


[**] Denotes
confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment
request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


  


 




    	 	C-34	Confidential



    	 



    
 


Execution
Version

 


EXHIBIT
P 


 


METHODOLOGY
FOR RECALCULATING INTERESTS FOR UPGRADES 




 


		A.	RULES OF CONSTRUCTION




  


This
Exhibit P is referenced by and incorporated by reference to Section 4.4.1(ix)(ii) of this Agreement. Conversely,
Section 4.4.1(ix)(ii) is incorporated by reference to this Exhibit P. As a result, the provisions of Section 4.4.1(ix)(ii)
and Exhibit P will be read and interpreted as an aggregated whole, without priority or preference to either the
section or the exhibit. 


 


		B.	PRELIMINARY
                                         CALCULATIONS AND METHODS OF COMPUTATION



  


		1.	Project
                                         Capacity / Units of Measure. For purposes of recalculation of Ownership Percentages,
                                         Project Capacity will be expressed in Megavolt Amps (“MVA”).






 


		(a)	Base
                                         Project Capacity. “Base MVA” means the MVA associated with
                                         the Project Capacity in effect from time to time determined without giving effect to
                                         any adjustments to MVA resulting from an MVA Increment (as defined below) corresponding
                                         to a pending Upgrade, except as such adjustment is given effect pursuant to clause (ii)
                                         of this Section 1(a) below.






 


		(i)	Promptly
                                         following the Substantial Completion Date, the Maintenance Provider will determine the
                                         Base MVA as of such date.



  


		(ii)	Base
                                         MVA will be adjusted (increased) following the recalculation of Ownership Percentages
                                         as a result of an MVA Increment (defined below), which adjustment will be upon completion
                                         of the Non-Pro Rata Upgrade.



  


		(b)	Effect
                                         of Upgrades on Base MVA. The incremental increase from the Base MVA resulting
                                         from an Upgrade (“MVA Increment”) will be allocated to the Owners
                                         based on the percentages agreed upon by the Owners (“Upgrade OP”).



  


		(c)	Effect
                                         of Upgrades on Ownership Percentage.






 






    	Page 1 of 2



    	 



    
 


Execution
Version

 


		(i)	Pro
                                         Rata Upgrade. In the event of a Pro Rata Upgrade (an Upgrade in which the Owners
                                         contributions toward Upgrade Costs are in proportion to each such Owner’s Ownership
                                         Percentage immediately prior to the Upgrade (“Base OP)), the Ownership Percentages
                                         of the Owners will not be adjusted to reflect the additional capital investment made
                                         by the Owners.



  


		(ii)	Non-Pro
                                         Rata Upgrade. In the event of a Non-Pro Rata Upgrade, the Ownership Percentage of
                                         the Owners will be recalculated and adjusted (“Adjusted OP”). The
                                         Adjusted OP will be calculated by weighting and apportioning (y) the Base OP and (z)
                                         the Upgrade OP of such Owner in the Upgrade. The Owner Incremental MVA
                                         of the Upgrade is expressed in the following formula: [Upgrade OP x MVA Increment]. The
                                         Adjusted OP is expressed in the following formula: [(Owner’s Base MVA + Owner Incremental
                                         MVA)/(Base MVA + Incremental MVA)]. For purposes of future recalculations of Ownership
                                         Percentages, the Adjusted OP will become the Base OP and the Adjusted OP shall become
                                         effective on the later of (A) the date on which a revised Schedule 2 to the Transmission
                                         Capacity Exchange Agreement reflecting the change is accepted for filing by the FERC,
                                         or (B) the date specified by the Owners as the effective date of the change.



 


		2.	Effect
                                         of Certain Upgrades on Ownership Percentage. If an Upgrade increases the Project
                                         Capacity to only a portion of the Project, the Owners will cooperate in determining the
                                         appropriate Ownership Percentages on the various portions of the Project. Any such change
                                         in the Ownership Percentages shall become effective on the later of (A) the date on which
                                         a revised Schedule 2 to the Transmission Capacity Exchange Agreement reflecting the change
                                         is accepted for filing by the FERC, or (B) the date specified by the Owners as the effective
                                         date of the change.



  



    	Page 2 of 2