5.4. ERMUSR 02-20-2007 - Laserfiche WebLink

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