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<br />BROOKINGS- TWIN CITIES DEVELOPMENT PROJECT AGREEMENT <br /> <br />WHEREAS, MMTG and CMMP A entered into a Letter of Understanding dated October <br />4, 2006 in which the parties agreed to their respective roles with regard to the <br />Development Project and future development of other CapX 2020 Projects; and <br /> <br />WHEREAS, MMTG also entered into on CMMPA's behalf with the other CapX 2020 <br />participants a Participation Agreement dated r ,] 2006, (the "CapX <br />Participation Agreement") pursuant to which the parties to that Agreement have <br />previously undertaken certain matters, actions and activities in the development of <br />transmission in the upper midwest region. The CapX Participation Agreement is one <br />wherein MMTG represents its members in the pursuit of new projects similar to those <br />that are presently being pursued by CapX 2020 in which CMMP A and other MMTG <br />members may participate and invest in at the desire of the Participants and other MMTG <br />members who become interested at a later date; and <br /> <br />WHEREAS, the CapX 2020 participants desire to pursue Development Work for the <br />Transmission Project(which was initiated under and pursuant to the Development Project <br />MOU) pursuant to the terms and conditions of the CapX 2020 Development Agreement <br />that is anticipated to be executed in the near term by CMMP A; and <br /> <br />WHEREAS, the Participant is entering into this Agreement with CMMP A to facilitate <br />the pursuit of the Development Project by CMMPA on the Participant's behalf; and <br /> <br />WHEREAS, certain Participants executing this Agreement may choose to fund their <br />obligations pursuant to this Agreement from a separate source of indebtedness ("Open <br />Participants") and if so shall be required to issue debt separate and apart from any debt <br />issued by CMMP A on behalf of all other Development Project Participants ("Agency <br />Participants"); and <br /> <br />WHEREAS, CMMP A plans and intends to become a Midwest Independent System <br />Operator ("MISO") transmission owner to facilitate payment to CMMP A and <br />Participants for their costs related to the Development Project and the Transmission <br />Project, if the Transmission Project is undertaken, 'including returns on their investments, <br />and to benefit CMMP A and the Participants. Furthermore, CMMP A and the Participants <br />intend to execute a separate agreement to address the parties obligations and <br />responsibilities pertaining to CMMP A becoming a MISO transmission owner; and <br /> <br />WHEREAS, the Participants recognize that this Development Agreement addresses the <br />development phase of the Transmission Project and that following the completion of the <br />Development Work and CMMPA's decision to participate in the Transmission Project, <br />CMMPA will replace this Agreement with an agreement providing for the Participant's <br />entitlement and other related rights and arrangements pertaining to the Transmission <br />Project ("Brookings - Twin Cities Project Agreement"). <br /> <br />C:\Documents and Settings\Bryan\Local Settings\Temporary Internet Files\OLK53\Cap X Brookings 2-12-07 6 <br />c1ean.doc <br />