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A.ERL and ERMU entered into a Service Agreement on or about March 21, 2002, as subsequently
<br />amended on or about March 17, 2006 (collectively, the “Service Agreement”); and,
<br />B.The Service Agreement, by its terms, expires as of October 31, 2022. ERL; and
<br />C.ERMU desire to amend the Agreement to accomplish a transfer of applicabledesires to sell and
<br />ERL desires to purchase certain facilities from ERMU to ERL and to windup the Service
<br />Agreement, all as set forth below.
<br />NOW, THREFORE, in consideration of the premises, the mutual promises contained herein,
<br />and for other good and valuable consideration, the receipt and sufficiency of which is hereby
<br />acknowledged, the Parties agree to amend the Agreement in the following manneras follows:
<br />1)Terms. All capitalized terms not defined in this Second AmendmentAgreement shall have the
<br />meaning set forth in the Service Agreement.
<br />2)Commercial Operation Date. For the avoidance of doubt, the Parties agree that the Commercial
<br />Operation Date of the Facility was November 1, 2002. Accordingly, the Service Agreement shall
<br />terminate automatically and without further action by the Parties at 11:59 P.M. on October 31, 2022 (the
<br />“Termination Date”).
<br />3)Transfer of ERMU Facilities. The Parties wish to transfer certain ERMU property inside and
<br />outside the generating and educational center structure to ERL, including structures, all electric
<br />generating facilities, mechanical systems, furniture, and electrical devices outside the building including
<br />service cabling from transformer to building, and two step-up transformers (collectively, the “ERMU
<br />Facilities”).
<br />4)AS-IS Basis. Subject to the terms and conditions of this Second AmendmentAgreement, as of
<br />Transfer Date set forth in Section 5, ERMU sells, conveys, transfers, assigns and sets over to ERL, its
<br />successors and assigns, all of the right, title, and interest of ERMU in and to the ERMU Facilities. ERL
<br />hereby accepts the assignment of the right, title, and interest of ERMU in and to the ERMU Facilities.
<br />The ERMU Facilities are transferred by ERMU and accepted by ERL on an "as is, where-is" basis, with
<br />all faults, and with no warranty or representation, express or implied, as to condition, design, or
<br />compliance with applicable law. Upon transfer, ERL assumes all responsibility and liability for the
<br />ERMU Facilities arising out of events or conditions occurring after the Transfer Date, including, but not
<br />limited to, the condition, maintenance, operation, and disposal of the ERMU Facilities.
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<br />40616580.2
<br />HANDOUT AT MEETING - REDLINE PURCHASE-SALE AGREEMENT
<br />SECOND AMENDMENT TO
<br />SERVICEPURCHASE AND SALE AGREEMENT
<br />This SECOND AMENDMENT TO THE SERVICEPURCHASE AND SALE
<br />AGREEMENT (the “Second AmendmentAgreement”) is entered into as of October
<br /> , 2022 by and between Elk River Landfill, Inc. (“ERL”) and Elk River Municipal Utilities (“ERMU”)
<br />(each a “Party” and collectively the “Parties”).
<br />Recitals
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