IMPLEMENTING
DOCUMENTS AND ANY GOVERNMENT MANDATED REVISION OF THE MILLTOWN ROD.
Y.
"NOR" MEANS NORTHWESTERN CORPORATION,
CLARK FORK AND BLACKFOOT, LLC, AND ANY AFFILIATES, PARENT COMPANIES,
PREDECESSORS, SUCCESSORS, TRANSFEREES, ASSIGNS OR SHAREHOLDERS OF NORTHWESTERN
CORPORATION.
Z.
"PARTY" MEANS EITHER AR OR NOR.
"PARTIES" MEANS AR AND NOR.
AA.
"REMEDIAL PLAN" SHALL HAVE THE SAME MEANING AS
"REMEDIAL PLAN" AS DEFINED BY THE MILLTOWN POLICY, ATTACHED HERETO AS ATTACHMENT
C TO THIS AGREEMENT.
BB.
"STATE" MEANS THE STATE OF MONTANA, INCLUDING
ALL OF ITS DEPARTMENTS, AGENCIES AND INSTRUMENTALITIES.
CC.
"TRIBES" MEANS THE CONFEDERATED SALISH AND
KOOTENAI TRIBES OF THE
FLATHEAD NATION.
DD.
"UPLAND DISPOSAL AREA" AND "UDA" MEANS THAT
DISPOSAL FACILITY, LOCATED APPROXIMATELY ONE-HALF MILE UPSTREAM FROM THE
MILLTOWN DAM, WHICH WAS CONSTRUCTED BY MONTANA POWER COMPANY AND CONTAINS
EXCAVATED SEDIMENTS AND DEBRIS FROM THE MILLTOWN RESERVOIR.
V.
CIRCUMSTANCES IN WHICH AGREEMENT IS VOID
OR VOIDABLE
A.
IF EITHER PARTY TO THIS AGREEMENT AFTER
GOOD FAITH NEGOTIATION DOES NOT SIGN THE MILLTOWN CD, OR ANY SIGNATORY TO THE
MILLTOWN CD EXERCISES, PURSUANT TO THE CD'S TERMS, A RIGHT TO VOID THAT CD, THIS
AGREEMENT WILL BE VOIDABLE BY EITHER AR OR NOR.
VI.
COMMITMENTS BY AR AND NOR
A.
NOR'S CONTRIBUTION TO MILLTOWN RESPONSE
COSTS
1.
SUBJECT TO THE TERMS, CONDITIONS AND
RESERVATIONS SET FORTH IN THIS AGREEMENT, NOR AGREES TO PAY AT LEAST $7.5
MILLION, BUT NO MORE
8
THAN $10 MILLION TO AR AS ITS CONTRIBUTION FOR MILLTOWN PAST RESPONSE COSTS AND
MILLTOWN FUTURE RESPONSE COSTS, THE AMOUNT PAID TO ARCO ABOVE $7.5 MILLION TO BE
THE RESIDUAL OF THE $2.5 MILLION REMAINING AFTER NOR'S PAYMENTS TO RESOLVE ITS
OBLIGATIONS TO THE STATE AND TRIBE IN THIS MATTER, INCLUDING THE INTEGRATION OF
THE REMEDY SELECTED BY EPA FOR THE SITE AND THE IMPLEMENTATION OF THE CONCEPTUAL
RESTORATION PLAN WHETHER IMPOSED IN CONNECTION WITH THAT ROD OR THROUGH THE FERC
DECOMMISSIONING PROCESS.
BEGINNING JANUARY 15, 2004, NOR SHALL PAY $500,000 TO
AN ESCROW ACCOUNT, AND SHALL MAKE ADDITIONAL DEPOSITS OF $500,000 THE 12TH
BUSINESS DAY OF EACH MONTH THEREAFTER UNTIL THE ENTIRE SUM DUE HAS BEEN PAID.
THE PARTIES ACKNOWLEDGE THAT SUCH PAYMENT IS INTENDED TO BE NOR'S TOTAL
CONTRIBUTION TO THE ESTIMATED, AS YET UNKNOWN, ACTUAL COSTS OF REMEDIAL DESIGN
AND REMEDIAL ACTION FOR THE MILLTOWN SITE, INCLUDING BUT NOT LIMITED TO REMOVAL
OF THE SPILLWAY AND RADIAL GATE SECTION OF MILLTOWN DAM AND WETLAND MITIGATION
REQUIRED BY THE MILLTOWN ROD.
2.
IN THE EVENT THIS AGREEMENT IS VOIDED
BY EITHER PARTY,
PAYMENTS MADE BY NOR TO THE ESCROW ACCOUNT WITH ACCRUED
INTEREST LESS ANY REASONABLE ADMINISTRATIVE COSTS INCURRED FOR MANAGEMENT OF THE
ESCROW ACCOUNT SHALL BE RETURNED BY THE ESCROW AGENT TO NOR BY WIRE TRANSFER NOT
LATER THAN THIRTY (30) DAYS FOLLOWING RECEIPT OF A NOTICE OF VOIDING OF THIS
AGREEMENT.
3.
THE ENTIRE BALANCE OF THE ESCROW
ACCOUNT SHALL BE PAID TO AR WITHIN TEN (10) WORKING DAYS FOLLOWING THE MILLTOWN
CD EFFECTIVE DATE.
IN THE EVENT THE MILLTOWN CD EFFECTIVE DATE OCCURS PRIOR TO