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4. <br />.~.5~. <br />GREAT RIVER <br />ENERGY' <br />17845 East Highway 10 P.O. Box 800 Elk River, Minnesota 55330-0800 763-441-3121 <br />April 18, 2006 <br />Elk River Municipal Utilities <br />13065 Orono Parkway <br />Elk River, MN 55330 <br />Attn: Bryan Adams <br />i C"i. r. <br />y,~~ $..'~ tj ,;~{ lei. ~'.4 ~ <br />'1 ;~. 7 4 <br />• Fax 763-241-2366 <br />Re: IVIE'C~c;C vi COOperatfVe Po~vei ASSuC1at10n aild united POw'Gi'riSSUCiutluil i11t0 <br />Great River Energy <br />Dear Bryan Adams: <br />As the final step in the combination of Cooperative Power Association ("CP") and U1lited <br />Power Association ("UPA") to fol-n1 Great River Energy ("GRE"), both CP and UPA will legally <br />merge into GRE on or about May 1, 2006, or as soon thereafter as final approval comes from the <br />Rural Utilities Service ("RUS"). GRE will be the surviving entity. By virtue of the merger, <br />under Minnesota law, GRE automatically will (1) succeed to all of the rights of CP and UPA <br />under, (2) be bound by the terms and conditions of, and (3) assume, and become legally <br />responsible for, all of CP's and UPA's liabilities under their agreements, as applicable, with Elk <br />River Municipal Utilities listed on F_xhibit A attached hereto (the "Agreements"). As you are <br />aware, GRE has fully operated CP and UPA since 1999 -this merger and resulting succession <br />and assumption will have no operational or other effect on how the parties are performing today <br />under the Agreements. <br />Each of the Agreements is currently subject to a pledge by CP, UPA or both, as <br />applicable, under their all-assets mortgages in favor of the RUS and other lenders. In connection <br />with the merger, both CP's mortgage and UPA's mortgage will be consolidated with the virtually <br />identical ail-assets mortgage of GP~E in favor of kuS and other lenders. As a consequence of the <br />merger and such consolidation, all of CP's and UPA's existing property, including the <br />Agreements, automatically will become subject to the lien of GRE's mortgage. <br />We very much appreciate our relationship with you and your ongoing cooperation with <br />us. If you have any questions, please call me at (763) 241-3782. <br />Sincet-~ly, <br />~: ~ I <br />(( ~~~,~ <br />Eric 1•seil <br />Vice President & General Counsel <br />www.GreatRiverEnergy.com .{~, <br />A Touchstone Energy Cooperative j~tl~ <br />