5.4. ERMUSR 02-20-2007 - Laserfiche WebLink

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BROOHINGS-TWIN CITIES DEVELOPMENT PROJECT AGREEMENT Section 302. Participant Issuance of Bonds. The Participant may issue bonds, notes or other evidences of indebtedness payable from and secured by a lien on the revenues derived from the ownership or operation of its electric system provided that the payment of operating expenses (including Monthly Development Project Costs and Monthly Development Project Capital Costs hereunder) from such revenues are ahead of debt service on such bonds, notes or other evidences of indebtedness. If a Participant chooses to issue bonds, notes or other evidences of indebtedness that is not consistent with the requirements of the preceding sentence, then Participant shall be required to comply with the following provisions: (a) an independent consultant with special skill, knowledge and experience in analyzing the operations of electric utility systems provides an opinion that the financing and operation of the facilities for which such bonds, notes or other evidences of indebtedness are being issued are not (or were not when the Participant undertook such issuance) reasonably expected to materially adversely affect the ability of the Participant to pay operating expenses (including Monthly Development Project Costs and Monthly Development Project Capital Costs) for which it is or will be liable; and (b) obtain the written approval of CMMPA' which shall not be unreasonably withheld The Participant shall be responsible for all costs incurred in complying with the requirements of (a) and (b) above in this Section 302, including all reasonable CMMPA related cost. This paragraph shall not apply to the Participant's obligations with respect to bonds, notes or other evidences of indebtedness issued under joint ownership or participation agreements to which the Participant is a party as of the date hereof, or to refund bonds, notes or other evidences of indebtedness heretofore issued, or hereafter issued by the Participant in compliance herewith, payable from and secured by a lien on revenues in priority to operating expenses; or (c) payments to CMMPA under this agreement that are funded from the Participant's own bonds, notes or other indebtedness. Section 303. Participant Rate and System Maintenance Covenant. The Participant will establish, maintain and collect rates and charges for the electric service of its electric system so as to provide revenues sufficient, together with available electric system reserves, to enable the Participant to pay to CMMPA all amounts payable under this Agreement, all other amounts payable from and all lawful charges against or liens on the revenue of its electric system and to operate and maintain its electric system in a sound, businesslike manner in accordance with Prudent Utility Practice. Section 304. Unconditional Payment Obligation. The Participant shall pay the Monthly Development Project Costs and Monthly Development Project Capital Costs associated with its Participant Election Share, whether or not the Transmission Project is actually developed and completed and whether or not work on the Development Project is suspended or terminated or the Development Project itself is terminated at any time; and such payments shall not be subject to reduction, whether by offset or otherwise, and shall not be conditioned upon the C:\Documents and Settings\Bryan\Local Settings\Temporary Internet Files\OLK53\Cap X Brookings 2-12-07 ~ 7 clean.doc