ML18026A014

Operating Agreement for Susquehanna Steam Electric Station Between PP&L and Allegheny Electric Cooperative, Inc

ML18026A014
Person / Time
Site:	Susquehanna   (NPF-014, NPF-022)
Issue date:	03/18/1977
From:	Allegheny Electric Cooperative, Pennsylvania Power & Light Co
To:	Office of Nuclear Reactor Regulation
References
Download: ML18026A014 (187)

Text

OPERATING AGREEMENT FOR SUSQUEHANNA STEAM ELECTRIC STATION BETl'tEEN PENNSYLVANIA POWER 5 LIGHT COMPANY AND ALLEGHENY ELECTRIC COOPERATIVE, INC.

MARCH.18, 197 7

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Article I Article II Article III Article IV Article V Article VI Article VII Article VIII Article IX Article X Article XI Article XII Article XIII Article XIV Article XV OPERATING AGREEMENT SUSQUEHANNA TABLE OF CONTENTS Definitions Operation, Management and Maintenance of Susquehanna Payment for Operating, Management and Maintenance Costs and Expenses Station Use Energy Closing and Effective Date of Operating Agreement Capacity and Energy Owners and Operators Committee Access to Station Survival Cooperation Sharing of Risks Notice Default Governing Law Successors and Assigns, Transferees and Grantees

~Pa e No.

15 16 18 19 20 21'3 24 45 Article XVI Article XVII Article XVIII Article XIX Article XX Article XXI Article XXII Amendments Severability No Delay Failure to Enforce Provisions of this Operating Agreement 50 51 52 S3 Benefit'of Agreement Counterparts 48 r

Article Headings Not to Affect Meaning 49

Article XXIII Article XXIV Article XXV Article XXVI Article XXVII Article XXVIII Further Assurances Recording Filing AE Remedies Shifting Ownership Best Efforts Signatures

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56 57 58 59 60 EXHIBIT A EXHIBIT B EXHIBIT C EXHIBITS Deed /

Bill of Sale Kennedy Family.

- OPERATING AGREEMENT SUS UEHANNA This Operating Agreement entered into this 18th day of March,

1977, by and between Pennsylvania Power g

Light 'Company, (hereinafter PL),

an electric public utility corporation, organized and existing under the laws of the Commonwealth of Pennsylvania, with its corporate headquarters at Two North Ninth Street, Allentown, Pennsylvania

18101, and Allegheny Electric Cooperative, Inc., (hereinafter AE),

an electric cooperative corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its corporate headquarters at 2929 North Front Street, Harrisburg, Pennsylvania 17110.

WHEREAS, PL is a public utility engaged in the generation, transmission and distribution of electric power and energy in the Commonwealth of Pennsylvania and AE is engaged in the sale of electric power and energy to its members in the Commonwealth of Pennsylvania and the Stat'e of New Jersey; and

WHEREAS, PL and AE have heretofore entered into an Agreement entitled Tenancy in Common Participation Agree-ment for Susquehanna dated as of March 18, 1977 providing for AE's participation in Susquehanna as the owner of a ten percent (104) undivided ownership interest in Susquehanna.

NOW, THEREFORE, in consideration of the premises and the convenants herein contained, PL and AE, intending to be legally bound hereby, mutually agree and promise as follows:

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Article I:

Definitions ACTUAL OPERATING COSTS ALLONANCE FOR FUNDS

. USED DURING CONSTRUCTION BUSINESS DAY CLOSING Amount actually recorded by PL on its accounting books and records as Operat-ing Costs (as defined in Article III of this Agreement during any particular period).

The Allowance for Funds Used During Construction of Susquehanna as recorded in PL's and AE's accounting books and records as the case may be.

For PL, Allowance for Funds Used During Con-.

struction is intended to include the terms Allowance for Funds Used During Construction, Interest'harged to Construction, Interest During Con-struction, Allowance for Other'unds

. Used, During Construction or Allowance for Borrowed Funds Used During Con-struction as defined in the Uniform System of Accounts for Class A and B

Utilities as may be amended from time to time.

For AE Allowance for Funds Used During Construction is intended to include the terms Allowance for Funds Used During Construction, Interest Charged to Construction and Interest During Construction as defined in the Uniform System of Accounts Pre-scribed for Electric Borrowers of the Rural Electrification Administration, as may be amended from time to time.

Any day other than a Saturday or Sun-day or a day on which banking institu-tions in the Commonwealth of Pennsyl-vania are required by law not to transact banking business.

The date determined pursuant to Article V.

CONTRACT OPERATION PL shall place Susquehanna Unit kl and Susquehanna Unit P2 individually in Contract Operation at. the earliest practicable date that it has been determined that such unit is a reliable source of capacity and complies fully with all requirements of all applicable statutes and the rules and regulations

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II Si II

COMMITTEE CONSTRUCTION COSTS

.ESTEMATED OPERATING COSTS

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PARTICIPATION AGREEMENT PARTIES PARTY SECOND CLOSING

'SUSQUEHANNA SUSQUEHANNA ADDITIONS SUSQUEHANNA PROJECT of the Nuclear Regulatory Commission and such other regulatory agencies as shall have competent jurisdiction over the planning,

design, licensing, construction, operation and mainten-ance of Susquehanna.

Such date with respect to each such unit shall be the date of Contract Operation for such unit.

Owners and Operators Committee.

As defined in the Participation Agree-ment.

Operating Costs which PL reasonably expects to be recorded on its account-ing books and records during any particular period.

A certain Tenancy in Common Partici-pation Agreement for Susquehanna between Allegheny Electric Cooperative, Inc.

and Pennsylvania Power 5 Light Company dated March 18, 1977.

PL and AE.

Either PL or AE.

As defined in the Participation Agree-ment.

As defined. in Article II of the Participation Agreement.

'As defined in Article II of the Participation Agreement.

As.defined, in Article II of the'articipation Agreement.

(END OF'ARTICLE I) 4

Article II:

eration Mana ement and Maintenance of us ue anna PL shall have the sole and absolute authority and discretion to control, manage,

operate, and maintain Susquehanna without challenge to such authority and discretion by AE.

Such authority and discretion shall 1

include but shall not be limited to:

1.

staffing of Susquehanna; Z.

making and modifying all contracts with third parties, including but not limited

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to all contracts relating to nuclear fuels, nuclear fuel fabrication, and exploration for nuclear fuel for Susquehanna; 3.

procuring and replacing parts, spare parts, materials,

supplies, and equip-ment used in the operation and manage-ment and maintenance of Susquehanna; 4.

providing for and replacing all fuel; 5.

- maintaining any and all records.

Susquehanna shall be operated by PL consistent with PL s rights, obligations, and practices, as a participant in the following:

(1) the, Pennsylvania-New Jersey-Maryland Inter-connection; (2) other interconnection agreements; and (3) other power pool agreements, and the rights which PL shall have and the obligations and practices which PL shall be obligated to

observe should PL, at any time, or from time to 'time, become a member of or become a participant in, any other intercon-nection agreements or power pool agreements.

(END OF ARTICLE II)

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Article III:

Pa ment for 0 eratin Mana ement and Maintenance Costs an Lx enses A.

AE hereby agrees to pay to PL an amount equal to ten percent (10'o) of all Operating Costs and Expenses (hereinafter referred to as Operating Costs),

as defined in this Article III, Subpart B.

B.

For the purposes of this Operating Agreement, Operating Costs shall mean all costs and

expenses, direct or indirect, incurred by or on behalf of PL properly assignable to Susquehanna.

Such costs and expenses shall be determined and allocated, in accordance with generally accepted accounting principles, consistently

applied, and shall include, but shall not be limited to the follow-ing, provided that if any payment made or cost incurred is for the benefit of Susquehanna, and is also for the benefit of some other PL facility, then Operating Costs shall include only that portion of such payment or cost which is equitably allocable to Susquehanna and which is not otherwise paid for:

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All costs of labor and services performed which shall include, but shall not be limited to: wages to hourly employees, wages to salaried employees, shift differential and pay for time not worked such as vaca-tions, sickness, and other time off in accordance with PL policies and union contracts, costs of social security

taxes, unemployment insurance

expenses, and all other payroll taxes, group life insurance, group hospitali-

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zation, medical insurance, pension and other employee benefit plan contributions, Workmen' Compens ation, accidental death and dismemberment insurance, long-term disability insurance,

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health insurance and all other fringe benefits accruing to PL's employees, and public liability insurance; 2.

All costs of materials and supplies and utili-ties services for plant operation,and maintenance; 3.

All costs of tools, machinery and equipment; 4.

All costs for rental of tools, machinery and equipment leased for. plant operation and maintenance; S.

All costs of licenses,

fees, assessments,

fines, penalties, and charges imposed by governmental regulatory, adm~~ strative o" supervisory bodies or entities, or by law; 6.

All costs of work hy outside contractors, consultants, and specialists such as lawyers, engineers, accountants and others as deemed necessary by PL in the operation, maint nance and management of Susquehanna; 7.

All insurance costs; 8.

All taxes,

provided, however, that PL and AE shall separately Dear the costs of taxes which are either imposed on PL or AE as separate entities or are imposed on ti separate u:-'divided ownership interests of PL or AE ia. Susquehanna; 9.

All costs associated with maintaining the securi y of Susquehanna; 10.

All costs associated with low river flow augmentation; 11.

All costs of any nature whatsoever associated with any shutdown, entombment, termination or removal of Susquehanna, to be shared by the Parties hereto as Operat-ing Costs; 12.

All fuel costs not paid for by AE pursuant to other agreements; 13.

All administrative and general expenses incurred which enure to the benefit of Susquehanna shall be equitably allocated to Susquehanna and shall include Put shall not be limited to the general services and costs of all PL's operations, such as: safety, accounting, payroll, computer

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services, legal, personnel, training, information services, claims work, general supervision, general supplies and

expenses, auditing, communication

expenses, research and development, studies and investigations relative to Susque-hanna (including but not limited to nuclear production and development),

and costs of operating all office buildings in which such services and general costs are incurred; 14.

.Overheads incurred shall be equitably allocated to Susquehanna,;,

15.

Expenses incurred and applicable to generating stations owned and operated by PL which cannot be charged directly to specific generating stations shall be equitably allocated to each of such generating stations including Susquehanna.

Such costs and expenses include but are not limited to w'ages and other expenses of the Manager of Power Production of PL and his staff, consultants

fees, and other expenses of a general nature related to generating stations; 16.

All costs of load dispatching and System Control; 17.

All costs of owning (including depreciation) and operating auxiliary or supporting facilities of PL which enure to the benefit of Susquehanna shall, be equitably allocated to Susquehanna.

C.

PL shall, on or before the twenty-fifth day of each month, commencing with the month prior to the first month Operating. Costs are expected to be incurred, notify AE of the amount of Estimated Operating Costs anticipated to be recorded by PL on its accounting books and records during the next calendar month.

AE shall make payment to PL in immediately avail-able funds its ten percent (10:) share of all such Estimated Operating Costs and for settlement of Actual Operating Costs as detailed below by the tenth day of the month immediately succeeding the month during which PL rendered an estimated bill to AE, by wire transfer to PL's account at The First

Pennsylvania

Bank, N. A., Philadelphia, Pennsylvania or any

'other bank which PL may designate in writing.

On or before twenty-fifth day of each month begin-ning with the second month in which there have been Operating

Costs, PL shall notify AE of its share of Actual Operating Costs.recorded in the prior month.

Any difference between the Actual Operating Costs and the Estimated Operating Costs for such prior month shall be shown on the notification.

Any such difference shall be settled between the Parties by an adjustment to the bill sent to AE by PL on the twenty-fifth day of each month and payable on the tenth day of the next month.

Estimated Operating Costs and Actual Operating Costs shall be accompanied by an accounting of costs in sufficient detail to enable AE to account for such

payment, on its books.

No payment made pursuant to the foregoing provisions of this Article III, Subpart C shall constitute a waiver of any right of AE to Contest any cost or any Adjust-ment made by PL.

Contest shall mean the right of AE to question either the equitable allocation of any cost or payment which was allocated by PL between Susquehanna and some other PL facility as contemplated in this Article III of this Operating Agreement or the mathematical accuracy of any cost or payment required to be made by AE as contemplated in this Operating Agreement, but specifically shall not mean the right of AE I

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to question or challenge the appropriateness, desirability or wisdom of any cost, payment or expenditure made or incurred for the benefic of Susquehanna.

D.

PL shall be responsible for making payment to third parties for all costs, direct and indirect, in respect of Operating Costs.

AE hereby designates and appoints PL as its agent, solely for the purpose of making payment to third parties pursuant, to this Article III, Subpart D,

and for no other purpose, except pursuant to Article Y, Subpart F of the Parti'cipation Agreement, and it is not intended by either AE or PL that,PL shall be, or shall be deemed to be, or shall serve as agent or as any other fiduciary for any other purpose whatsoever, other than as described and designated, in this Article III, Subpart D.

E. If AE shall fail to pay to PL its share of the Estimated Operating Costs and payments which may be required in settlement of Actual Operating Costs by the tenth day of a month pursuant to this Article III, there shall be added to such overdue amounts interest from the date such payment was due until paid in full at the rate of interest in effect.

from time to time equal to the minimum commercial lending rate charged to responsible and substantial borrowers (prime rate) by The First Pennsylvania

Bank, N. A., Philadelphia, Pennsylvania, its successors and assigns, plus two percent (2S)

(computed on the basis of a 360-day year).

If any pay-ment is due on any day not a Business Day it may be made on the next Business Day without premium or penalty.

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F.

PL shall make available to AE all records and accounts relating to Operating Costs at the place where such records and accounts are normally maintained, and AE shall be permitted at its own expense to audit,

study, examine and copy same during normal PL business hours.

AE shall furnish to PL the result of each such audit within ninety I.'90) days subsequent to the completion or dis-continuation of each such audit.

G.

AE shall make each payment for its share of Estimated Operating Costs, and each payment required to be made in settlement of its share of Actual Operating Costs, when due, regardless of any possible dispute relating to the amount which PL claims to be due.

After payment, AE may Contest any bill sent by PL to AE for payment; except

however, in the event that AE in good faith concludes that PL has arithmetically miscalculated any bill sent to AE for payment, AE may Contest said arithmetically miscalculated portion of such bill prior to payment of the amount or portion contested.

H.

PL shall provide to AE as soon as practicable, after execution of this Operating Agreement, all estimates of anticipated Operating Costs which PL has prepared.

PL shall update said estimate at least once annually.

I., Subsequent to the payment of a bill for Operat-ing Costs by AE to PL, AE and PL shall at any time, and in a timely manner, make adjustments as may be necessary to that bill. All adjustments to Operating Costs shall be accounted for in the month in which it is determined that an adjustment is necessary.

There shall be added to each adjustment to Operating Costs, required as a result of an error undetected for a period in excess of three months, interest at the annual rate of eight percent (84) simple interest based on a 360-day year, computed from the date the cost actually occurred until the date the cost is actually accounted for between the Parties.

J.

There may be incurred Operating Costs prior to the Con'tract Operation of Susquehanna Unit tl and(or'usquehanna Unit f2.

In this event said Operating Costs shall be paid pursuant to the terms and conditions of this Article III, without regard as to when such costs actually accrue or occur.

K.

Operating Costs shall be paid by AE to PL pursuant to the terms and conditions as set forth in this Article III of this Operating Agreement without regard as to how or the manner in which either AE or PL accounts and records said Operating Costs on their respective accounting books and records.

(END OF ARTICLE III)

Article IV:

Station Use Ener AE shall supply, without charge to PL, energy from energy sources designated by AE to either Susquehanna Unit Pl or Susquehanna Unit 82 or both, as the case may be, equal to ten percent (104) of the difference of the station use for such unit or units minus the gross output of such unit or units at such times when the station use for such unit or units exceeds I.

the gross output of such unit or units.

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(END OF ARTICLE IV)

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Article V:

Clos'i:n and E'ffective Date of 0 eratin A reement The date on which this Operating Agreement shall become effective and binding on the Parties shall be the

Closing, as defined in the Participation Agreement.

(END OF ARTICLE V) l l

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Article VI: 'a acit

'and Ener A.

AE's capacity and energy (including test energy) shall equal ten percent (104) of the capacity and net energy output of Susquehanna, and AE shall be responsible for such proportionate share of all Operating Costs, pursuant to Article III of this Operating Agreement without regard as to whether or nor AE actually takes, uses or accepts such capacity and energy.

B.

PL's capacity and energy (including test energy),

shall equal ninety percent (904) of the capacity and net energy output of Susquehanna, and PL shall be responsible for such proportionate share of all Operating Costs, pursuant to Article III of this Operating Agreement without regard as to whether or not PL actually takes,

uses, or accepts such capacity or energy.

(END OF ARTICLE VI) l I

Article VII:

Cheers and 0 erators Committee PL and AE shall each appoint one representative to an Owners and Operators Committee (Committee).

The Committee members shall agree upon a mutually convenient

place, time and appropriate meeting schedule for the Com-mittee.

The Committee members shall discuss matters relat-ing to Susquehanna.

Nothing in this Article VII of this Operating Agree-ment shall in any manner whatsoever affect any of the provisions of Article II of this Operating Agreement.

If there is any inconsistency between said Article VII and said Article II, it is understood and. agreed that the purpose and intention of said Article II shall be fully controlling.

(END OF ARTICLE VII)

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Article VIII:'ccess 'to'tation A.

Except as limited by Article VII of the Partici-pation Agreement, authorized representatives of AE shall be permitted, at reasonable times, at AE's expense, and in accordance with limitations of licenses and other regula-tory authority, to visit Susquehanna to observe the operation, management, and maintenance activities, including refueling activities, being performed by PL, and to examine and copy all records and papers maintained by PL with respect to the ownership, operation, management and maintenance of Susque-hanna.

No rights provided in this Article VI1I shall be exercised in such a way as, in the judgment of PL, would unduly interfere with the operation, management, or main-tenance of Susquehanna.

B.

Upon prior approval by PL, PL shall conduct, plant tours for AE.

All tours shall be subject to the rules and regulations of regulatory authorities.

AE shall be entitled to two plant tours annually.

(END OF ARTICLE VIII)

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Article IX:

Survival All agreements, covenants,

promises, representa-tions'nd warranties, surrenders and releases as contained in this Operating Agreement shall survive Closing and Second I'losing and shall survive conveyance of Susquehanna Project and Susquehanna Additions, and shall not be deemed to merge with the Deed (the form of which is attached hereto as Exhibit A) and conveyance of Susquehanna Project and Susque-5 ~

hanna Additions, and shall survive the delivery of the Bill of Sale, the form of which is attached as Exhibit B to the Participation Agreement.

(END OF ARTICLE IX)'19-

PL and AE shall cooperate with each other in any and all activities in connection with Susquehanna includ-ing, without limitation, the execution and filing of applications for authorizations, permits, permissions, advisory letters, and licenses for any and all purposes, and the execution of all documents as may be necessary or advisable to confirm authority of PL to act for AE in connection, with AE's interest in Susquehanna.

PL shall cooperate with AE in connection with AE's obtaining the fin-ancial commitments necessary for AE to observe and carry out the provisions of this Oyex'ating Agreement.

Nothing in this Article or in any other Article of the Ope'rating Agreement shall be interpreted as obligating PL or AE to act as a

guarantor, surety or to provide other security for any financial commitment which the other Party may undertake or obtain.

Nothing in this Article or in any other Article of this Operat-ing Agreement sh'all be construed to constitute PL as agent for AE, or AE as agent for PL, except as specifically set.

forth in Article III, Subpart 9, hereof.

(END OF ARTICLE X)

Article XI:

Sharin of Risks Except as contemplated in Article XXXI of the Participation Agreement anything contained in this Operating Agreement, the Participation Agreement, or any other written document whether written prior to, during, or subsequent to the execution of this Operating Agreement, and any oral state-ment whether made prior to, during, or subsequent to the execution of this Operating Agreement, to the contrary notwith-

standing, PL and AE shall share in proportion to their respec-tive undivided ownership 'interests as contemplated in the Participation Agreement, any and all responsibility and any and all risks of any nature whatsoever in respect of Sus'quehanna (other than responsibilities resulting from the failure of one Party to perform a financial duty to the other Party under this Operating Agreement or the Participation Agreement) which respon-sibility and risks shall include, but shall not be limited to the following:

(a) the financial success or failure of Susque=

hanna, (b) all liability sounding in tort, strict liability,

contract, or otherwise in respect of Susquehanna, (c) any situ-ation arising out of or in any manner whatsoever connected with scientific, engineering or environmental aspects of Susquehanna, (d).any situation arising out of or in any manner connected with the construction,

design, operation, management, or maintenance and retirement of Susquehanna, (e) any situation arising out

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of or in any manner connected with any and all regulations,

laws, decisions, rulings, orders, advisements,

notices, or other com-munications, of any governmental, quasi-governmental, regulatory, supervisory or advisory body, of any nature whatsoever, provided however, nothing herein shall limit the benefits or the responsi-I bilities which each Party shall der'ive 'as a result of its undivided ownership interests in Susquehanna.

(END OF ARTICLE XI)

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Article XII:

Notice Any notice, request,

consent, offer, acceptance, rejection or other communication permitted or required by this Operating Agreement shall be in writing and shall be deemed given when deposited in the United States

Mail, first class postage

prepaid, and if given to PL, shall be addressed to:

Pennsylvania Power 5 Light Company Two North Ninth Street Allentown, Pennsylvania 18101

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Attention:

Treasurer and if given to AE, shall be addressed to:

Allegheny Electric Cooperative, Inc.

2929 North Front Street Harrisburg, Pennsylvania 17110 Attention:

Mr. William F. Matson unless a different officer or address shall have been desig-nated.

(END OF ARTICLE XII)

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Article XIII: Default The following definition is applicable only with respect to this Article XIII:

Adjusted Construction Costs shall mean Construction Costs as defined in the Participation Agreement minus the Construction Costs for any and all items of property retired and minus the appropriate amortization of any and all nuclear fuel not yet retired.

A.

Default Pri'or 'to AE Z

'en'din'fZO'0 Mi:1'1'i'on 'for Construction Costs or'AE Unw'il'1'i'n

't'oPayfo'rCo'ns't'r'ucti'on Costs The following terms and conditions shall apply pro-vided that the last unit of Susquehanna to begin Contract Operation has not begun Contract Oper'ation, and provided that AE has failed to pay to PL any sum due pursuant to the Participation Agreement or Operating Agreement, and such failure to pay said sum occurs either, Prior to the time when AE has'expended (as Construction Costs)

$ 200 Million for Susquehanna; or Subsequent to the time when AE has expended (as Construction Costs)

$ 200 Million for Susque-hanna, if such failure occurs when AE is able to obtain the required financing upon reasonable terms but is unwilling to pay said sum.

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The events referred to in the immediately preced-ing paragraph shall hereinafter be referred to as Default per Subpart A.

Upon the occurrence of Default per Subpart A,

PL shall, in addition to each and every other remedy herein

provided, and now or hereafter provided by law or equity, have the specific remedies set forth in this Article XIII, Sub-part A.

The day beginning on the first day said sum is over-due shall be the Day of Default per Subpart A.

The day begin-ning on the two hundred seventieth (270th) day subsequent to the Day of Default per Subpart A shall be the Option Date per Subpart A.

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AE Ener Entitlement During the period between the Day of,Default per Subpart A and the date on which PL exercises its Option per Subpart A as set forth in this Article XIII, Subpart A(3),

AE shall be entitled to the following amounts of hourly energy and capacity produced by Susquehanna with respect to each unit of Susquehanna which is producing energy and capacity provided that AE fulfills each and every one of its duties and obligations as set forth in this Operating Agree-ment, including paying to PL ten percent (104) of all Operat-ing Costs (as though AE were receiving from Susquehanna its ten percent (104) share of the energy and capacity),

other-wise AE shall be entitled to no energy or capacity from Sus-quehanna:

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858 x 104 x AE's actual expenditures for Adjusted Con-struction Costs That amount which AE should have expended for Adjusted Construction Costs had a Default per Subpart A not occurred (The hourly energy output and capacity of each

- unit of Susquehanna)

PL shall be entitled to that portion of the right and entitle-ment to that energy and capacity produced by Susquehanna which AE is not entitled to pursuant to the terms of this Article XIII, Subpart A.

2.

Cure Per Sub art A Subsequent to the Day of Default per Subpart A and prior to the Option Date per Subpart A, AE shall have the right to tender Cure per Subpart A to PL which PL shall be obligated to accept under and subject to the following terms and conditions.

a.

Cure per Subpart A shall be an amount of money, in immediately available funds, equal to all sums due and owing by AE to PL, including any and all disputed

amounts, due,pursuant to all the terms of the Participation Agreement and due pursuant to all the terms of this Operating Agreement, plus an amount of money equal to all of PL's costs for monies paid by PL which monies would have been paid by AE had Default per Subpart A not occurred.

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b.

PL shall be obligated to accept Cure per Sub-part A if the amount of money tendered by AE to PL as Cure per Subpart A is the proper amount of money required to remedy AE's Default per Subpart A and said Cure per Subpart A is tendered by AE to PL prior to the Option Date per Sub-part A.

3. 'L 0 tions to Adjust or Ac uire AE s Undivided wners x

nterest z.n us ue anna a.

In the event AE does not tender Cure per Subpart A to PL prior to the Option Date per Subpart A, then PL shall

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within one hundred twenty (120) days subsequent to the Option Date per Subpart A, exercise one of the following options (Option per Subpart A):

(1)

Adjust AE's undivided ownership interest in Susquehanna to equal an amount equal to the percentage obtained by application of the following formula:

AE's actual expenditures for Adjusted Construction Costs 85>o x

An estimate made on the date PL exercises its Option per Subpart A of AE's and PL's total expenditures

.for Adjusted Construc-tion Costs required for the complete con-struction of Susquehanna If PL elects the option set forth in this Article XIII, Subpart, A(3)-(a) (1), then one year subsequent to the date of Contract Operation of the last unit of Susque-hanna to begin'ontract Operation there shall be made between

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the Parties hereto another adjustment of AE's undivided owner-ship interest in Susquehanna equal to the percentage obtained by application of the following formula:

AE's actual expenditures for Adjusted Construction Costs 85$

AE's and PL's actual expenditures for Adjusted Construction Costs as of one

'year subsequent to the date of Contract Operation of the last unit of Susquehanna to begin Contract Operation Following each such computation, PL's undivided r

ownership interest percentage in Susquehanna shall be equal to one hundred percent (100'.)

minus AE's adjusted undivided owner-ship interest percentage in Susquehanna.

AE '

obligation to pay Operating Cos ts as set forth in Article III of this Operating Agreement shall be adjusted to equal that percentage of undivided ownership interest

-in Susquehanna which AE shall obtain pursuant to the. terms and conditions set forth in this Article XIII, Subpart A(3)-(a)(1).

AE's and PL's entitlement to the energy and capacity produced by Susquehanna shall be equal to AE's and PL's respective undi-vided ownership interests in Susquehanna as they may be adjusted'rom time to time.

'2)

Acquire AE's undivided ownership inte'rest E

in Susquehanna in.,accordance with the procedures and terms more fully set forth hereinbelow.

If PL elects the option set forth in this Article XIII, Subpart A(3)-(a)(2) then PL shall pay to AE the lower of the two amounts derived from the application of I

the formulae described below:

Eighty-five percent (85~>) multiplied by AE's Book Value (as defined in this Article XIII, Subpart E) of AE's undi-vided ownership interest in Susquehanna or Eighty-five percent (85:) multiplied by the Appraised Value (as defined in this Article XIII, Subpart G) of AE's undivided ownership interest in Sus-quehanna.

PL shall pay to AE said amount pursuant to the following procedure:

(a)

Payment shall be made in equal annual installments over a period'of years selected by PL, but not to exceed, ten (10) years from the date the first installment is actually paid by PL to AE.

PL shall inform AE of the expected repayment period within ten (10) months after the date the Option per Subpart A

is exercised.

(b)

The first annual installment shall be paid three (3) years after Option Date per Subpart A.

(c)

Interest on the outstanding balance of principal at an interest rate computed

at the weighted annual rate on the funds which AE borrowed for the construction of Susquehanna and repayment of which funds the Rural Electrification Admin-istration has guaranteed or which borrow-ing of funds for the purpose of paying Construction Costs for Susquehanna received the approval of the Rural Electrification Administration, shall be payable with each annual installment.

Intere st computed at the afores ai d rate from Option Date per Subpart A to the date of payment of the first annual installment shall be paid with the first annual installment.

(d)

PL maintains the right to prepay without premium or penalty, any part of or all sums due under this Subpart A(3)-(a) (2) of this Article XIII.

b.

Upon exercise by PL of PL's Option per Subpart A, PL shall succeed to all or the appropriate portion of AE's undivided ownership interest in Susquehanna and AE shall perform any and all acts necessary as determined by PL or desirable as determined by PL to vest in PL all or the appro-priate portion of AE s right, title and interest, of, in and to,Susquehanna.

B. 'efaul't A'fter AE E ends

$ 200 Million for Construction Costs The following terms and conditions shall apply pro-vided that the last unit of Susquehanna to begin Contract Operation has not begun Contract Operation and provided that AE has failed to pay to PL any sum due pursuant to the Par-ticipation Agreement or this Operating Agreement and such failure to pay any said sum occurs subsequent to the time when AE has expended (as Construction Costs)

$ 200 Million for Susquehanna and AE is unable to obtain, after making a

good faith effort, any'unds which would permit AE to con-tinue to provide its proportionate share of funds to PL in order to continue the construction or operation of Susque-hanna.

The events referred to in the immediately preced-ing paragraph shall hereinafter be referred to as Default per Subpart, B.

Upon the occurrence of Default per Subpart B,

PL shall, in addition to each and every other remedy herein

provided, and now or hereafter provided by law or equity, have the specific remedies set forth in this Article XIII, Subpart B.

The day beginning on the first day said sum is overdue shall be the Day of Default per Subpart B.

The day beginning on the five hundred fortieth (540th) day subsequent to the Day of Default per Subpart B shall be the Option Date per Subpart B.

I I

I

1.

AE Ener Entitlement During the period between the Day of Default per Subpart B and the date on which PL exercises its Option per Subpart B as set forth in this Article XIII, Subpart B(3),

AE shall be entitled to the following amounts of hourly energy and capacity produced by Susquehanna with respect to each unit of Susquehanna which is producing energy and capacity provided that AE fulfills each and every one of its duties and obligations as set forth in this Operating Agree-ment except that AE's obligation to pay Operating Costs as set forth in Article III of this Operating Agreement shall be adjusted to equal that percentage of energy and capacity to which AE is entitled pursuant to the terms and conditions as set forth in this Article XIII, Subpart B, otherwise AE shall be entitled to no energy or capacity from Susquehanna:

AE's actual expenditures for Adjusted Construction Costs 10~a x

That amount which AE should have expended for Adjusted Construction Costs had a

Default per Subpart B not occurred (The hourly energy output and capacity of each unit. of Susquehanna)

PL shall be entitled to that portion of the right and entitle-ment of that energy and capacity produced.

by Susquehanna which AE is not entitled to pursuant to the terms of this Article XIII, Subpart B.

<<32 ~

2. 'ure er Sub art B

Subsequent to the Day of Default per Subpart B,

and prior to the Option Date per Subpart B,

AE shall have the right to tender Cure per Subpart B to PL which PL shall be obligated'o accep't under'nd subjec't to 'the'ollow-ing terms and conditions:

a.

Cure per Subpart B shall be an amount of money, in immediately available

funds, equal to all sums due and owing from AE to PL, including any and all disputed

amounts, due pursuant to all the terms of the Participation Agreement and due pursuant to all the terms of this Operating Agreement, plus an amount of money equal to all of PL's costs for monies paid by PL which monies would have been paid by AE, had Default per Subpart B not occurred.

b.

PL shall be obligated to accept Cure per Sub-part B if the amount of money tendered by AE to PL as Cure per Subpart B is the proper amount of money required to remedy AE's Default per Subpart B, and said Cure per Subpart B is tendered by AE to PL prior to the Option Date per Subpart B.

3.

PL tions to Ad'ust or Ac uire AE's Undivided ers i nterest z.n us ue anna a.

In the event AE does not tender Cure per Subpart B to PL prior to the Option Date per Subpart B, then PL shall within one hundred twenty (120) days subsequent to the Option Date per Subpart B, exercise one of the following options (Option per Subpart B):

(1)

Adjust AE's undivided ownership interest in.Susquehanna to equal an amount equal to the percentage obtained by application of the following formula:

AE's actual expenditures for Adjusted Construction Costs 100+o x

An estimate made on that date PL exercises its Option per Subpart B of AE's and PL's total expenditures for Adjusted Construction Costs required for the complete construction of Susquehanna If PL elects the option set forth in this Article XIII, Subpart B(3)-(a), then one year subsequent, to the date of Contract Operation of the last unit of Susquehanna to begin Contract Operation there shall be made between the Parties hereto another adjustment of AE's undivided ownership interest in Susquehanna equal to the percentage obtained by application of the following formula:

AE's actual expenditures for Adjusted Construction Costs 100<

x AE's and PL's actual expenditures for Adj us ted Cons truction Cos ts as of one year subsequent to the date of Contract Operation of the last unit of Susque-hanna to begin Contract Operation I

Following each such computation, 'PL's undivided ownership interest percentage in Susquehanna shall be equal to one hundred percent (100~o) minus AE's adjusted undivided ownership interest percentage in Susquehanna.

AE's obligation to pay Operating Costs as set forth in Article III of thi's Operating Agreement shall be,

adjusted to equal that percentage of undivided ownership interest in Susquehanna which AE shall obtain pursuant to the terms and conditions set forth in this Article XIII, Subpart B(3) -(a). 'E's entitlement -to the energy and capacity produced by Susquehanna shall be equal to AE's undivided ownership interest in Susquehanna as it may be adjusted from time to time.

(2)

Acquire AE's undivided ownership interest in Susquehanna in accordance with the procedures and terms more fully set forth hereinbelow.

If PL elects the option set forth in this Article XIII, Subpart B(3)-(a)(2), then PL shall pay to AE one hundred percent (100:) mu3.tiplied by AE's Book Value (as defined in this Article XIII, Subpart E) of AE s undivided ownership interest in Susquehanna pursuant to the following procedure:

(a)

Payment shall be made in equal annual installments over a period of years selected. by PL, but shall not exceed ten (10) years from the date the first installment is actually paid by PL to AE.

PL shall inform AE of the expected repayment period within ten (10) months after the date Option per Subpart B is exercised.

(b)

The first annual installment shall be paid three (3) years after Option Date per Subpart B.

(c)

Interest on the outstanding

balance, computed at the weighted annual rate on the funds which AE borrowed for the construction of Susquehanna and the repayment of which funds the Rural Electrification Administration has guaranteed or which borrowing of funds for the purpose of payment of Construc-tion Costs for Susquehanna received the approval of the Rural Electrification Administration, shall be payable with each annual installment.

Interest com-puted at the afores aid rate from Option Date per Subpart B to the date of pay-ment of the first annual installment shall be paid with the first annual installment.

(d)

PL maintains the right to prepay without premium or penalty, any part of or all sums due under Subpart B(3)-(a) (2) of this Article XIII.

b.

Upon exercise by PL of PL's Option per Subpart B, PL shall succeed to all or the appropriate portion of AE'

undivided ownership interest in Susquehanna and AE shall per-form any and all acts necessary as determined by PL or desirable as determined by PL to vest in PL all or the appro-p'riate portion of AE s right, title and, interest, of, in and to Susquehanna.

C. If AE Sells All or An Portion of Its Undivided Ownershi Inter'est i:n Sus u'ehanna to an Third Part If AE sells all or any portion of its undivided ownership interest in Susquehanna subsequent to Day of Default per Subpart A or subsequent to Day of Default per Subpart B

the purchaser or purchasers of all or any portion of AE's undivided. ownership interest shall be entitled to its propor-tionate amount of AE's share of the energy and capacity pro-duced by Susquehanna, beginning on the date AE conveys to sai:d'urchaser or purchasers, all or any portion of AE's undivided ownership interest in Susquehanna; prove.ded, how-ever, said purchaser or purchasers shall not be entitled to any energy or capacity produced by Susquehanna until said purchaser or purchasers pay(s) to PL said purchaser's or purchasers'roportionate share of all sums owed by AE to PL (including any and all disputed amounts of any nature whatso-ever), plus purchaser's or purchasers'roportionate share of PL's cost of monies paid by PL which monies would have been paid by AE had Default per Subpart A or per Subpart B not occurred.

D.

Default Subse uent to the Contract 0 e'rat'i'on Date of 'th'e Last Unit of S'us uehanna to Be in Con'tra'ct 0 'eration The following terms and conditions shall apply pro-vided that the last unit of Susquehanna to begin Contract Operation has begun Contract Operation.

l.

Upon the occurrence of the following two events, the Nondefaulting Party (as defined below) shall, in addition to each and every other remedy herein provided, and now or hereafter. provided by law or equity have the specific remedies set forth in this Article XIII, Subpart D(2):

a.

Either PL or AE (Defaulting Party) fails to I

pay all of its proportionate share of any costs required to be paid pursuant to this Operating Agreement or required to be paid pursuant to the Participation Agreement; and b.

Either PL or AE (Nondefaulting Party) pays all or some portion of any costs required to be paid pursuant to this Operating Agreement or required to be paid, pursuant to the Participation Agreement which should have been paid by the Defaulting Party.

The events referred to in this Article XIII, Subpart D(l) shall hereinafter be referred to as Default per Subpart D.

2.

During the period beginning thirty (30) days subsequent to the occurrence of Default per Subpart D and ending upon Cure of Default per Subpart D, the Nondefault-ing Party shall be entitled to all the energy and capacity

produced by Susquehanna which would have been allocated to the Defaulting Party, (pursuant to the Participation Agree-ment and this Operating Agreement) had the Default per Sub-part D not occurred.

3.

Subsequent to the occurrence of a Default per Subpart D, the Defaulting Party shall have the right to ten-der Cure of Default per Subpart D to the Nondefaulting Party, which the Nondefaulting Party shall be obligated to accept under and subject to the following terms and conditions.

~

Cure of Default per Subpart D shall be an amount of money, in immediately available funds, equal to the sum hereinbelow set forth:

a.

All costs required to be paid pursuant to this Operating Agreement and required to be paid pursuant to the Participation Agreement paid by the Nondefaulting Party which would have been paid, by the Defaulting Party had Default per Subpart D not occurred; b.

Plus, a

sum equal to the Nondefaulting Party' cost of monies related to all costs required to be paid pursuant to this Operating Agreement and required to be paid pursuant to the Participation Agreement which costs were paid by the Nondefaulting Party but which costs would have been paid by the Defaulting Party had the Default per Subpart D not occurred; c.

Plus, all costs required to be paid pursuant to this Operating Agreement and required to be paid pursuant

to the Participation Agreement which would have been paid by the Defaulting Party had the Default per Subpart D not occurred; d.

Minus, fuel burn-up costs during the period in which the Nondefaulting Party was entitled to the capacity and energy produced by Susquehanna which would have been allocated to the Defaulting Party had a Default per Subpart D

not occurred.

Upon payment by the Defaulting Party to the Non-defaulting Party of the Cure of Default per Subpart D, the Defaulting Party shall. be entitled nonretroactively to its proportionate share of the energy and capacity produced by Susqu'ehanna pursuant to the Participation Agreement and pursuant to this Operating Agreement.

4.

In no event shall the provisions of this Article XIII, Subpart D, restrict or otherwise limit the provisions of Article II of this Operating Agreement, and PL shall maintain any and all rights granted to PL or reserved by PL as set forth in Article II for this Operat-ing Agreement without regard as to whether AE or PL is the Defaulting Party pursuant to the terms of this Article XIII, Subpart D.

E.

Definition of AE's Book Value For purposes of this Article XIII, Subparts A(3)-

(a) (2) and B (3) - (a) (2),

AE '

Book Value of Susquehanna shall

be the amount of monies expended by AE as:

'usted onstruction Costs 1.

Adg C

2.

Plus, AE '

Allowance for Funds Us ed During Construction related to this Article XIII, Subpart E(l) thereto; 3.'inus, the accumulated depreciation'pplicable on a straight-line basis applicable to this Article XIII, Sub-part E(l) and Subpart E(2), using a total unit life of thirty-one (31) years from the date beginning on the first day the first unit of Susquehanna began Contract Operation to the date on which all or the appropriate portion of AE's undivided ownership interest of, in or to Susquehanna is conveyed by AE to PL pursuant to the provisions of this Article XIII.

to this Article XIII, Subpart E(1) and Subpart E(2);

4.

Minus, any Accumulated Decommissioning Provision.

The Accumulated Decommissioning Provision shall mean.

1 an amount representing ohe-half of one percent (0.5'.) annually multiplied by the sum 'of the quantities set forth in this Article XIII, Subpart E(1) and Subpart E(2), multiplied by the number of years or fractions thereof measured from the date of Contract Operation of the first unit of Susquehanna to begin Contract Operation until the day on which AE conveys all or any portion of its undivided ownership interest in Sus-quehanna to PL pursuant to the terms of this Article XIII.

For the purposes of this Article XIII, Subpart E,

accumulated.

depreciation shall be the depreciation accumulated

F.

Definition of A raised Value

\\

For purposes of this Article XIII, Subpart A(3)-

(a) (2), the Appraised Value of AE's undivided ownership interest in Susquehanna shall be the value assigned to AE's undivided. ownership interest in Susquehanna

'on the date on which PL exercises its Option per Subpart A, determined as herein specifically set forth.

Immediately subsequent to PL exercising its Option per Subpart A, PL and AE shall in good faith attempt to mutually agree upon an Appraised Value of AE's undivided ownership interest in 'Susquehanna.

If PL and AE agree on an Appraised Value of AE's undivided ownership interest in Sus-

quehanna, the Appraised Value shall be the amount agreed upon.

If PL and AE are unable to mutually agree upon an Appraised Value of AE's undivided ownership interest in Susque-hanna within sixty (60) days from the date PL exercises its Option per Subpart A, PL and AE shall each appoint a single appraiser to determine the Appraised Value of AE's undivided ownership interest in Susquehanna by the seventieth (70th) day subsequent to PL exercising its Option per Subpart A.

The two appraisers shall have until the eightieth (80th) day subsequent to PL exercising its Option per Subpart A to mutually select a third appraiser.

In the event the two appointed appraisers are unable.to select a third appraiser, either AE or PL shall petition the American Arbitration Association sitting in Philadelphia, Pennsylvania, to appoint a third appraiser.

If the American Arbitration Association will not appoint a third appraiser, PL or AE shall petition any Federal Court Judge in Pennsylvania to appoint a third appraiser.

In the event that more than one appraiser is so appointed, the first appointment so made, shall be the operative appointment.

Each of the three appraisers shall determine an Appraised Value for AE's undivided ownership interest in Susquehanna within one hundred fifty (150) days from the date a third appraiser is appointed.

Each of the three appraisers shall be instructed by PL and AE to fully consider any and all costs associated with any termination,

shutdown, removal, decommissioning and entombment of Susquehanna when determining the Appraised Value of AE's undivided ownership interest in Susquehanna.

The three values selected by the appraisers shall be averaged, and the determination which differs most from such average shall be excluded and the remaining two determinations shall be averaged and such latter average shall be the final Appraised Value of AE s undivided ownership interest in Susquehanna.

All costs associated with determining the Appraised Value of AE's undivided ownership interest in Susquehanna shall be shared equally by AE and, PL.

PL and AE hereby agree to accept such Appraised Value determined pursuant to this Article XIII, Subpart F without question or objection.

G.

PL's option to purchase AE's interest in Susque-hanna pursuant to this Article XIII shall be limited in time 43

to twenty'-one years after the death of the last survivor of all the now living children and grandchildren of Rose

Kennedy, mother of the late President John F.

Kennedy, a

list of such children and grandchildren attached hereto as Exhibit C and made a part hereof.

H.

In the event that AE shall convey pursuant to the terms of this Article XIII on one or more occasions an undivided ownership interest in a Unit to PL, said conveyance shall be free and clear of all liens and encumbrances except that said conveyance may be subject to the lien of the Rural Electrification Administration.

AE shall, within nine years, subsequent to each separate conveyance as aforesaid, cause said lien to be satisfied of record, with respect to that

, interest conveyed by AE to PL pursuant to each individual conveyance.

AE shall use its best efforts to cause said lien to be satisfied of record as aforesaid prior to the aforesaid nine-year period with respect to each separate conveyance, if said prior release will not adversely affect the general corporate and/or financial policies of AE.

(END OF ARTICLE XIII) 44

I '*I XIV: GG

G

II.'The validity, interpretation and performance of this Operating Agreement and of each and every provision hereunder shall, except as otherwise provided by law, be governed by the laws of the Commonwealth of Pennsylvania.

(END OF ARTICLE XIV)

Article XV:" Succ'e's's'o'rs'an'd

'A'ss'i'ns', Trans'fere'esnd Grantees This Operating Agreement shall enure to the benefit of and be binding upon AE and its respective successors,

assigns, transZerees and grantees.

(END OF ARTICLE XV)

Article XVI: 'enefi't'of 'Ae'erne'nt Except as contemplated in Article XV of this Operating Agreement, the provisions of this Operating Agreement are for the benefit of the Parties and not for any other person or entity.

(END OF ARTICLE XVI)

-47>>

This Operating Agreement may be executed in'wo or more counterparts, each of which shall be deemed an orig-inal but all of which together shall constitute one and the same instrument.

(END OF ARTICLE XVII)

I l

Article XVIII: Article Headin s Not to Affect i~feanin The descriptive headings of the various Articles of this Operating Agreement have been inserted for conveni-ence or reference only and shall in no manner modify or restrict any of the terms or provisions hereof.

(END OF ARTICLE XVIII)

f I

I

Article XIX:

Amendments Any amendment to this Agreement shall not become effec-tive until approved by the Adminstrator of the Rural Electrifica-tion Administration.

The Termination Agreement by and between PL and AE bearing even date herewith shall not be deemed an amend-ment to this Agreement, requiring as a condition to its becoming effective the approval of the Administrator of the Rural Electri-fication Administration.

(End of Article XIX)

. The provisions of this Operating Agreement are severable and if any provision shall be determined to be illegal or unenforceable such determination shall in no manner affect any other provision hereof, and the remainder of this Operating Agreement shal'l remain in full force and effect without regard to the fact that one or several pro-visions of this Operating Agreement may be determined from time to time to be illegal or unenforceable, provided however, that the intention and essence of this Operating Agreement may still be'accomplished and satisfied.

(END OF ARTICLE XX)

Il I

I

Article XXl:

~No Dela No disagreement or dispute of any nature between PL and AE concerning any matter, including but not limited to the amount of any payment shown on any bill or notice submitted by PL to AE, pursuant to this Operating Agreement or the Participation Agreement, to be due from AE, shall permit AE to delay or withhold any payment or the perform-ance of any other obligation pursuant to this Operating Agreement, or pursuant to the Participation Agreement, except as contemplated in Article V, Subpart H of the Participation Agreement, and except as contemplated by Article III, Subpart G of this Operating Agreement.

(END OF ARTICLE XXI)

Article XXII: Failure to Enforce Provisions of this eratin reement The failure of any Party to 'insist in any one or more instances upon strict performance of any of the provisions of this Operating Agreement or,to take advantage of its rights hereunder, shall not be construed as a

waiver of any such provisions, or the 'relinquishment of any such rights, but the same shall continue to remain. in full force and effect.

(END OF ARTICLE XXII)

I I

I

l

Article XXIII: Further A'ssurances From time to time subsequent to Closing PL and AE shall execute such instruments of conveyance and other documents, upon the request, of the other, as may be necessary and appropriate to carry out the intent of this Operating Agreement and of the Participation Agreement.

(END OF ARTICLE XXIII)

'l 1

I l

A XXIV:

~Rd*'his Operating Agreement shall be recorded subsequent to Second Closing in the office of the Recorder of Deeds of Luzerne County, Pennsylvania, and in any other County in Penn-sylvania in which either Party hereto may from time to time deem appropriate.

(END OF ARTICLE XXIV)

l l

l l'

Article XXV:

~Fil'in If and to the extent that this Operating Agreement or any part hereof shall be required to be filed, or shall be filed with any regulatory agency as a rate or rate schedule,

/

nothing in thi:s Oper'ating Agree'ment shall be construed as affecting in any way the right of PL to unilaterally make application to such agency for a change in rates,

charges, classifications, or service, or any sale, regulations, or contract relating thereto under applicable laws.

To the extent that PL makes any such filing, AE shall have the right r

to intervene in any proceeding involving such a filing by PL and shall have the right to object to any proposed change.

(END OF ARTICLE XXV) l

\\

Article XXVI:

AE Remedies Article XXX of, the Participation Agreement is incor;,

porated by reference herein as though it were fully set forth

herein, and it shall apply and be applicable to this Operating Agreement.

(End of Article XXVI)

Article XXVII: Shiftin Ownershi In the event that at any time or from time to time AE obtains an undivided ownership interest in Susquehanna different from a ten percent (10;) undivided ownership interest in Susquehanna or in the event that PL at any time or from time to time obtains an undivided ownership interest in Sus-quehanna different, from a ninety percent (90';) undivided ownership interest in Susquehanna, then each article of this Operating Agreement and the Participation Agreement which refers to AE's ten percent (10-<) interest in Susquehanna (regard-less of the subject matter of the Article including but not limited to Articles concerning cost, ownership and energy entitle-ments) shall be deemed amended to state AE's actual interest in Susquehanna and each article of this Operating Agreement and the Participation Agreement which refers to PL's ninety percent (90:) interest in Susquehanna (regardless of the subject matter of the Article including but not limited to Articles concerning

cost, ownership and energy entitlements) shall be deemed amended to state PL's actual interest in Susquehanna.

(End of Article XXVII)

-58"

I't

Article XXVIII:

Best Efforts During the term of this Operating Agreement, AE and PL shall each use all best efforts to obtain and to keep in effect any and all governmental, regulatory or other authorizations,

permits, approvals,

licenses, permissions and applications as may be necessary for each Party to per-form its obligations under this Operating Agreement.

(End of Article XXVIII)

E 1

li I

k

IN WITNESS

)UFIEREOF, the Parties hereto have duly executed this Operating Agreement in Washington, D. C.,

on the 18th day of March, 1977.

PENNSYLVANIA POWER fj LIGHT COMPANY By:

ATTEST:

Xs5t;, Secretar:,

ALLEGHENY ELECTRIC COOPERATIVE, INC.

By:,

ATTEST.

COMMONWEALTH OF PENNSYLVANIA

)

COUNTY OF On this, the lH day of (4VLQ

, 1977, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared aCk, lt. k.

who acknowledged himself to be theet 4~~~cl WIQZgc

,.of a Pennsylvania corpora ion, and that he as such being authorized to do so, executed the foregoing instrument for the purposes therein contained, by by himself as signing the name of the corporation G".I)

~

seal.

IN WITNESS WHEREOF, I hereunto set my hand and official Cp.

r ~<~i sc~~~

NOTARY PUBLlc Allentown, Lehltth County, Pennsylvanta MyCommlsslon Expires June 6, 1977 Notary Pu lz.c

, Pennsylvania My Commission Expires:

COMMONWEALTH OF PENNSYLVANIA

)

COONTY OF 377 > P+ /0 On this, the /I day of pil8s4

, 1977, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared p~~~ex7 who acknowledged himself to be the

/gent'zDco~-,

of Pg/se~<~oy pgen7 g<~l' zgpe~/< pe +au a Pennsylvania corporation, and that he as such

/~~zp~~

being

• authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as Vires iso Vr IN WITNESS WHEREOF, I hereunto set my hand and official seal.

p

/ M' g~

~,

)

f <<~~ fA I N/ (

Notary Pu lz.c

, Pennsylvania My Commission Expires:

NOTARY PUBUC Ny 'Cornrnission Expires January 15 1979 Harris&erg, Pa.

Cac"hin Ccc.".!y

1

EXHIBIT A THIS INDENTURE dated as of the 16th day of March, 1977 by and between PENNSYLVANIA POWER

& LIGHT COMPANY, a corpora tion organized and existing under the laws of the Commonwealth of Pennsylvania (hereinafter referred to as "Grantor" ), and ALLEGHENY ELECTRIC COOPERATIVE, INC., an electric cooperative corporation, organized and existing under the laws of the Common-we'alth of Pennsylvania (hereinafter referred to as "Grantee" ),

WITNESSETH, that Grantor for and in consideration of the sum of One Dollar

($1.00) lawful money of the United States and other good and valuable consideration, the receipt whereof is-hereby acknowledged, has granted, bargained, sold and conveye.'.

and by these presents does grant, bargain, sell and convey unto N

Grantee, its successors and assigns, as a tenant in common with

/

Grantor (which retains an undivided 90% interest in the real property which is the subject of the interest conveyed hereunder) l an undivided 10$ interest in all of. Grantor's estate,

right, title and interest. in and to the following real property:

ALL THOSE CERTAIN tracts of land situate in the Townshi of Salem, County of Luzerne, Commonwealth of Pennsylvania, con-sisting of Tracts I through XVIII, inclusive, bounded and describ as set forth in Appendix A (pages.l through

24) attached hereto

'nd made.part-:hereof,.

and shown.onMlan-.E-152950-1 of.Suscpxehanna S.E..S. Site, dated July 30, 1976 a copy, of which is attached hereto and made part hereof..

EXCEPTING, however, the following:

(1) all pieces or parcels which are specific exceptions set forth in such Appendix A, and (2} all coal, minerals, right of surface rights to the extent severed and outstanding by deeds=of record.

support.and minin reason of prior

I

RESERVING, however, to Grantor, its successors and

assigns, forever, the full, free and uninterrupted right, liberty and privilege to construct, install, use,. operate, patrol, inspect, I

maintain, repair,

renew, add to, locate and remove towers, wires,

cables, conduit and all other necessary equipment for the trans-mission and/or distribution of electric energy along, on, over, I

under and across the-tracts of land described in Appendix A

hereto, whether or not the, same are appurtenant to Susquehanna Steam Electric Station or any related substation.

UNDER AND SUBJECT to the following:

(1) all rights of Grantor as set forth in tenancy in Common Participation Agreement of even date herewith between Grantor and Grantee, intended to be recorded in the office of the Recorder of Deeds, Luzerne County, Pennsylvania, (2) the covenant, waiver, surrender and release hereinafter set forth, (3) all leases, easements, restrictions I

and other encumbrances now of record and (4) rights of the public in roads and highways as shown on the plans referred to in Appendix A hereto.

TO HAVE AND TO HOLD the property and rights granted and

conveyed, as aforesaid, unto Grantee, its successors and assigns, as a tenant in common with Grantor, its successors and 'assigns I

forever; EXCEPTING, RESERVING AND UNDER AND SUBJECT as herein provided.

The following covenant:,

waiver, surrender and release

.is hereby entered into by and between the parties hereto as tenants in common, namely, that the aforesaid property and appurtenances, including the undivided 90% interest therein of Grantor as a tenant in common, and the improvements hereinafter mentioned shall not, during the period hereinafter specified, be'ubject to any partition or sale for division, either voluntary

or involuntary, by either judicial or non-judicial action, and all right to effect during said period such a partition or sale for divisi;on is hereby waived, surrendered.

and released by each of the parties hereto as tenants in common; and said covenant, waiver, surrender and release (1) shall be binding upon and inure to the benefit of each such tenant in common and its res-pective successors and assigns, and the mortgagees, receivers, trustees or other representatives of the respective tenants in common and their 'respective successors and assigns, and shall run with the land; (2) shall be applicable not only to the property and appurtenances as aforesaid, including the undivided 0

90% interest therein of Grantor as a tenant in common, but shall also, be applicable to all improvements heretofore constructed by Grantor and hereafter constructed by such tenants in common on the land hereinabove conveyed; (3) shall be effective during the period commencing with the date of the delivery hereof and continuing after the completion and commencement of the operation in the public service of Units 51 and 52 of the Susquehanna Steam Electric Station during the useful life of said Units Il and f2 of said station for the generation of electric energy, except that if at any one or more times during the said period F

all tenants in common then owning-undivided interests in the aforesaid property and improvements, by appropriate instrument executed and delivered by all such tenants in common (with the consents of or releases of lien by the holders of all mortgages which are liens upon the interests of the respective tenants in common}, shall. dispose of and convey any portion thereof or interest therein, said.covenant, waiver, surrender and release

shall, upon such delivery, cease to be binding with respect to

such portion or interest so disposed of and conveye'd, but shall nevertheles's'emain effective during the aforesaid period with respect to the balance of said property and improvements not so disposed of and.conveyed; and (4) shall not, and is not intended

.r to, prohibit or limit in any way the right of each tenant in common at any time owning an undivided interest in said property k

and improvements, including each party hereto, to sell, convey, mortgage and otherwise freely transfer and alienate its own respective undivided interest therein, either in whole or in part, subject,.'however, to said covenant, waiver, surrender and release.

AND Grantor, for itself and its successors,

hereby, covenants and agrees to and with Grantee, its successors and

assigns, that Grantor shall warrant and forever defend all the property hereby granted and'onveyed, and intended so to be, to

Grantee, against any and-all persons. whomsoever lawfully claiming or to claim the same or any part thereof by, from or under it, them, or any of them, EXCEPTING, RESERVING AND UNDER AND SUBJECT as aforesaid.'rantor hereby assigns to Grantee, its successors and

assigns, an undivided interest, as aforesaid, in all right, title, and interest of Grantor with resp'ect to all covenants and war-ranties by others heretofore given or made in respect of the property hereby granted and 'conveyed, and all rights of action for breach thereof; with full substitution and subrogation as to any such covenant, warranty or right which by its nature is not assignable.

THIS DOCUMENT HAY NOT SELL ~

CONVEY ~

TRANSFER ~

INCLUDE OR INSURE THE TITLE TO THE COAL AND'IGHT OF SUPPORT UNDERNEATH

I I

I I

I I

THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN'ND THE OWNER OR OWNERS OF SUCH COAL MAY HAVE THE COMPLETE LEGAL RIGHT TO REMOVE ALL OF SUCH COAL AND g IN THAT CONNECTION ~

DAMAGE MAY RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE, BUILDING OR OTHER STRUCTURE ON OR IN SUCH LAND.

THE INCLUSION OF THIS NOTICE DOES NOT ENLARGE RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE CREATED g.

TRANSFERRED, EXCEPTED OR RESERVED BY THIS INSTRUMENT.

ZN WITNESS WHEREOF, Grantor has caused its corporate seal to be hereto affixed and these presents to be signed in its name and behalf by its duly authorized officers, and Grantee has caused its corporate seal to be hereto affixed, and these presents to be signed in its name and behalf by its duly authorize officers, all as of the day and year first. above written.

PENNSYLVANIA POWER 6 LIGHT COMPANY By" Attest:

Secretary ALLEGHENY ELECTRIC COOPERATIVE, INC.

\\

By Vzce President Attest:

Secretary

I I

COMMONWEALTH OF PENNSYLVANIA )

SS.

COUNTY OF LEHIGH

)

On this, the day of March, 1977, before me, the undersigned officer, personally appeared who acknowledged himself to be of PENNSYLVANIA POWER

& LIGHT COMPANY, a corporation, and that he as such being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such IN WITNESS WHEREOF, I hereunto set my hand and official seal.

COUNTY OF LEHIGH COMMONWEALTH OF'ENNSYLVANIA )

SS.

)

On this, the day of March, 1977, before me, the undersigned officer, personally appeared who acknowledged himself to be a Vice President of ALLEGHENY ELECTRIC COOPERATIVE, INC., a corporation, and that he as such Vice President, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the 'corporation by himself as such Vice President.

seal.

IN WITNESS WHEREOF, I hereunto set my hand and official

I I

I

CERTIFICATION OF ADDRESS The undersigned hereby certifies that the precise and complete post office address of ALLEGHENY ELECTRIC COOPERATIVE, INC. the within named Grantee, is 2929 North Front Street, Harris-burg, Pennsylvania 17110 WXTNESS my hand this day of March, 1977.

ALLEGHENY ELECTRIC COOPERATIVE, INC.

By

TlRCT I ALL. TIBT Cf BTAII? piece or parcel of 3.and situate in the Township of Salem, County of Luwcrnc, Commonwea3.t.h of Pennsylvania, as shown on the attached plan E-152950-',

more particularly bounded.

and described as follows:

BEGEITN3:ITG at a point in the centerline of Township Road 421, said point. being 115 feet, more or less, distant, in an easterly direction from the intersection of the centerline of said road and the eastern right of way line of the Erie-Lackawanna, Railway Company; thence along land of Paul D, Legien, Elsie U. Legien, Clarence L. Fox and Mabel D.

Fox, N 13 52'2" E 70.01 feet to a point.; thence along the same N 50o 09'9" t? 110.39 feet to a point in said eastern right of way line of the Erie-Lack.".wanna Railway Company; thence along said right of way line the following 16 course" and distances, northerly, by a curve to the left, having,a radius of 2894.93 feet, a delta angle of 2o 09'4",

and an arc,length of 109.12 feet to a point; thence IT 0 C6'7" E 1549.30 feet to a point; thence northerly by a curve to the left, having a radius of 5759.60 feet, a delta angle of 6 16'9",

and an arc length of 631.29 feet to a point; thence IT 87o 30'2" !l 4.00 feet to a point at Erie-Lackawanna Station 9614

+ 70.5; thence northerly by a curve to the left, having a radius of 5755.60 feet, a

delta angle of 5 24'l", an(1 an arc length of 542.75 feet to a point; thence N 2 5IL'3" N 58.14 feet to a point; thence S 86 47', 07" tl 140 feet to a point; thence N 2 54'3" W 523.69 feet to a point; thence N 86 48'7" E 5.00 feet "to a point; thence N 2o 54'3" U 508.27 feet to a point; thence S 86 51'7" t? 5.25 feet to a point; thence I'1 2 54'3" I'1 1463.09 feet tn a point; thence S 86o 38'7"

!T 2.75 feet to a point at Erie-Lackawanna Station 9503

+ 66.9; thence N 2o 54'3" !1 3113.40 feet to a point; thence IT 81 59'7" E 2.01 feet to a point; thence N

2o 54'3" !? 3196.52 feet to n point; thence leaving said Erie-Lackawanna Railway Company right of way line, N 85 23'7" E 226.02 feet to a point in the low water mark on the we"4 bank oi'he Susquehanna River; thence along said low water mark the following 44 courses end distances, S 13o 44'2" E 108.73 feet to a point; thence S

P~

00'"5" E 96.20 feet to a point; thence S 18 42'4" E 419.96 feet to n poinI;: thence S ll 10'3" E 296.00 feet to a point,. thence S 10 55'9" E 269.92 feet, to a point; thence S 39 21'1" E 383.33 feet to. a point,: thence S 45 05'2" E 500.12 feei; to a point; tnence S 41 14'l" E 605.30 feet to a point; thence S 33 17'2" E 310.40 feet to a point; thence S 22o 17' 13" E 4Oo.41 feet to a point; thence S 16 31'6" E 510.55 feet to a point; thence S 9 16'6" E.204.65 feet to a point; thence S 15 00'0" E 396.80 feet to a point; thence S 4 50'l" E 310.92 feet to a point; thence S 2 55'3" t? 505.31 feet to a point;.thence S 3 12'8" E 100.40 feet to a point; thence S j 14'6" l! >>07.26 feet to a point,: thence S 15 50'0"

!? 305.60 feet to a point; thence S 18 24'0" I 200.16 feet to a point; thence 0 24 07'?0"

':1 201.11 feet to a point; thence S 19 59'9"!1 3.00.07 feet, to a point; thence S 9o 43'2" 7? 294.45 feet to a point; thence S 15o 06'0"!i 200.'00 feet to a.

point; thence S 8 47'2" [? 297.44 feet to a point; thence S 2 52'1" Il 100.77 feet; to a point; thence S 4 30'7"

!? 200.01 feet to a point; I;hence S

?IO'9" U AC~.,".0 t'cct to n poinl:: lhcncc S 2 43'1" '

200.64 feet to a point; i,hcncc S loo 56'~"

!? 101.26 fcct to a point; APPENDIX jt, - V,CE 1 Or 2>>

r~>G";:

fi

~

L

thence S 1 C6'6!" I" 193.56 feel to a point; thence S '/ 43'3"'H 100.19 feet to a point; thence S 5o 16'9)"

';1 100.10 Ccct to a point, the>>ce S

17 30'3." U 7'/. /0 Ccct to Q I)oint: thc>>cc 13 3.0o 'j'/'2" N 230.61 feet to a point; thence S

5 43'P"

)1 100.:?3 feet to r)>>oint thence S

'7o 21'0" tf 140.13 feet to a, f)oi>>t; thence S 0 30 2.

ir'Cr~.37 Ccct to a point; thence S 4 ll'5" ';1 173.<)G fret to a noint; tl)cncr. S, 53'2" H. 200.63 feet to a poinl;: thcncr.

S 1 20'0" U 26).'/, f'oct to a point; thence S

2 05'7" E 400.96 feet to a point; tl.ence 3

5) 3'j'3" H 393.31 feet to 'a point; thence S 6 53'9" N 101.3.2 feet to a point: thence S 0o 16'2" E 369.43 feet to a point thence along la>><l of Ilarren 4'. Franklin and Elva Franklin, lf 05o 25'0" I1 100.22 Ccct to a!!oint; thence along land of the same and land of Ed~rard Ilincavage and ffary H. lb.ncavuge, S

2 50'0" t'1 200.00.feet to a point; thence a3.o>>g land of caid Ilincavage S 85 10'0" H 190.00 feet to a point in the cr)id low r ter murk on thc

>test bank of the Sucouehunna Ili~ier; thence a3.o>>g "u'd low water murk the following ll course" and distance p

S 8 01/" E ')6.71 feet to a point; thence S ll I<6'0" Il 93.45 feet to a poi>>t; i:hen e

S 2o 12'5" H 206.33 feet to a point; thence S 0 56'0" '1 13li.72 feet to a point: thence S

1 38'3" t! 100.63 feet to a point; il'.ence S 17 Ol'1." U 3.00.97 feet to.a point; thence S 10 56'6" (1 112.'78 fee'o u point; thence S 16 44'0" trl 101.12 fec; to a point thence S 20o 3.!>'3" U 212.00 feet to a point; thence S 38 4'7'. 51" tl 200.07

.Ceet to a point: thence S 45 19'3" tl 202.12 feet; to a I)oint; thence along the south side of Township Road I!21 and 1 nd of Paul D. Legien, Hlsie U. Le;.ien, C1.urenc L. l ox, and Ir)abel D. Fox If 52 14'3'l 300.09 feet to a I)oi>>t, thence Il 41 50'7" H 16.54 Eeet to a point in the center3.:inc of caid road: thence along the centerl.inc of said the following 4 cour"es and distances, N

54 02'7" t'1 52".';66 feet to a point; thence tl 63. 20'l" rl 9$.90 feet to a point; thence ll 70 33'0" N 99.97 feet to a>>oint; thence N 71 40'8" U 124.37 feet, to a point, the poi>>t of beginning.

Containing 376.705 acres more or le s.

EXCHPTIIIG out of the aoove described tract 811 that certain piece or parcel of land bounded u>>d,de cribed uc fol.lo:rs; Beginning at a point, said point being thc northeast corner. of the herein.described tract, caid point also beinr.; loc.ted lf 330,736.64

- E.",!(45,522.15 on the Pennsylvania Grid Coordinate System; thence along land of Pennsylvania Poorer

& Light Company the fol1.o:ring 17 courses a>>ence S

5 53 '5" t 102.74 feet to a point.: thence S 85o 49'6" ':.'40.61 feet to a point; thence N 32 55'2" E 35.95 feet to a point; ihcncc N 6o 06'3" l1 200.35 feet to a pointl thence N 42 42 43 'I'46 16 feet to a poi>>tl ihcnce Il'9 13'7" E 149.84 feet to a point: thence S 60o 16'3" H 300.07 feet to a point; thence N 21 26'2" E 199.05 feet to u point,;

N 4 22'7" E 150.56 feet to a point; the>>ce I'1 85 33'0" tl 13Ir.00 feet to a point; thence N 4 40'7" E 100.00 Ceet, to a point; thence N 05 01'7" H

199.77 feet to a point; thence N 2 45'0"

!1 21.73 Ceet to a point; thence N 04 47'7" E 01.10 feet to a point; thc point of begi>>nin<<.

Containing 7.151 acres more or le API'ElfDIX h - PAGi'. 2 OF 2!l PAGi'.ll

Il II I

ALSO E/CEI'.I'IIIG out, of the first c!cscribccl tract all that certain piece or parcel of land conveyed to Erie-Lackawanna Railway Company by deed dated V>arch 27, 1975, bounded anQ described as follow:

DEGXIIIIING at an iron pin i>> the cxi"ting cestcrly right of way

~ line of Erie-Lacka Ianna ftailwoy Company, said iron pin being at Erie-Lackawanna St~tion 9574

+ 45.68 thcncc through Uie land of the Grantor herein the following nine (9) bcari>>,s anil clistanccs:

(1) II 87 06'8" E 26.10 feet to an iron pin: (2) "outhwardly by a curve to the left having a r dius of 3179.40 feet, a Delta Anglo of 5 38'4",

an arc length of 313.12 feet anQ a chord bearinp and distance of S.

5o 42'9" E 313.00 feet to an iron pin; (3)

S 8o 32'6" E a distance of 217.26 feet to an i.ron piri; (4) southwardly by a curve to the right having a radiu" of 6379.48 feet, a delta a>>rulc of 5o 43'9" an arc length of 637.42 feet and a chorcl bearing and distance of S 5o 40'2" E 637.16 feet to an iron pin; (5)

S 2o 48'7" E 114.05 feet to an iron pin; (6) southwardly by a curve to the richt having a radius of 2952.16 feet, a delta angle of 7o 30'0" an arc length of 3c6.44 feet and a chord bearing and distance of 5 0 56'2" 0! 386.16 feet to a point; (7)

S 4 41'3" 01 a distance of 127.78 feet to a point: (8) southwardly by a curve to the left havinp' radius of 2841.66 feet, a delta angle of 7 34'5" an arc length, of 376.04 feet and a chord bearing and distance of S.

0 53'6" U 375.74 feet to a point; (9)

S 67~ 06'8" Il a distance of 28.0 feet to an iron pin in the aforesaid existing easterly right of way line, said iron pin being at Erie-Lackawan>>a. Station 9596

+ 11.8![;

thence along the said existing easterly ripht of way line of Erie-Lackawanna Railway Company the following three (3) bearings anil distances:

(1) N 2o 53'2" P. 1246.66 feet to a point; (2) N. 81o I'6'8" F., 1.90 feet to a point; (3) N 2o 53'2" U 919.32 feet to an iron pin, the place of beginning.

Containing 3.23 acre" more or less.

Being the same premises which were conveyed to Pennsylvania Power 8c Light Company by the following deeds:

Former Owner (a)

Andrew

&. Helen Moznock (b)

Erie Lackawanna Railroad Company (c)

Edmund Zc Anna Golcmb (d)

Theodore gc Sophie Golomb (e)

Thoma" Zc Katherine Fahringer'f)

John 8: Evelyn Zettle Deed Date June 27, 1962 Inarch 6, 19(i3 September 7,

1962-September 14,.

1962 July 16, 1962 June 22, 1962 Recordinp Infornation Deed Book 1501, Page

$91, on July 2, 1962 Deed Hook 1516, Page

705,

'on triarch 14, 1963 Deed Book 1506, Page

996, on September 7,

1962 (portion)

Deed Book 1506, Page 672,'n September 14, 1962 Deed Book 1502, Page

962, on July 17, 1962 Deed Book 1502, Page

209, on July 2, 1962 API'EflDZ< A - I'AGE 3 OI" 24 PAGES

I tf

Former Owner (g)

Robert Ei Clara Kvolinski (h)

Charles h I"abel llingoia (i)

Frank 5 Lorraine Oley (j) Clair h Norah Fetterman I

(k)

Mabel Naus (1)

Ralph Johnson (m)

Sereda Hunsi;nger (n)

John Burlington Dunning (o)

Paul 8; Elise Ligicn )

Clarence 8c t~abel Fox)

Deed Date October 24, 1962 July 27, 196;?

August 16, 1962 November 3.~r, 1962 Hovember 14, 1962 August 9, 3.962 November 2, 1962 December 19, 1962 September 6,

1962'ecording Information Deed Book 1509, Page

774, on October 24, 1962 Deed Book 1503, Page

1030, on July 27, 1962 Deed Book 1504, Page

705, on August 16, 1962 l)ccd Book 1510, page

542, on November 14, 1962 Deed Hook 153.0, Page

547, on November 14, 1962 Deed Book 1504, page

239, on August 9, 1962 (portion)

Deed Book 1510, page

1100, on November 2, 1962 Deed Book 1512, Page

575, on December 19, 1962 Deed Book 1506, Page 93, on September 6, 1962 Apl'ENDlX h - PAGE 4 Ob'4 PAGES

It II i

l I

~ ~. ~.... '.~:....-. -:-..

- " '.. ~

~

~ ~, ~

~ '.','..

~ :

'l'!ACT II ALL 'J'I!AT CERTAIIJ piece or parcel ol.'and sit>>atc in thc 'I'o::n"hig of Salem County of Lurornc, Cot))mon<rcalti> of pcn>>syl.vania, bo>>>>le<I !rvl <lcscribcd as follows:

BEGIJ.HIIJG at a poi>>t in the c ntcrlinc of.:>l >> tc Jlif'lo'ray Legislative Route 4, said point being lo atcQ IJ 3JIO>273,01 -

" 2,J(JIJt,551 Cf) on thc 1'cnnsylvania grid coordinate system; thcncc alon~

said ccntorlinc, thc following 7 courses anQ distances; by a curve to thc left having a radiu= of 7639.!l9.fcct and a delta angle of 0 32'7",

a distance of 1130.04 feet,.to " point, thc course and distance of the chord of said curve bein~.!J 4 46'0" J

1137.0JJ feet;; thence I< 0 29'7" E 020.86 feet to a point;,thcncc by a cur.'e to tho loft having a radius of 5729.65 feet and a delta angle of JJo 22'0", " distance of. JI36.67 foot to a point, the course and distance of the chord of said curve bein,;

JJ 1 41'2" H J'"-6.56 foot; thence H 3 52'3" IJ 602.47 feet to a poin-'p thence by a curve to tho left having a radiu" of 5729.65 feet and " dolta angle of 6o 59)",

.", di"tance of 690.33 feet

'o a point, the course anQ distance of the chord of " i thence along land of Andre:r rJoznoclc I'I 02 06'7" E 266.70 feet to a point in the 'stcrl.y ri.r lrt of way linc of the Erie-Lackawanna Railway Comoany; th nce alon,"; said right o<.:roy linc thc Col.lowing 5 courses anQ distances, S 2 54',53",E 300.14 foot to a point tncnco H 01 59'7" E 0.0JI feet to a point; thence S 2.54'3" E 3109.97 foot to a goin):; thence S S6 30'7" H 4.75 feet to a point.; thence S 2. 54'3" E 1462.19 feet to a point;thence S 07 IJ 03'0" Il 262.37 feet to a point, the point of begi>>ning.

Containing 14.069 acres more or less.

Being the same prcnises Company by the following deeds:

FOR! IER O'Ji'JER (A)

Edmund 8c Anna Golomb DEED DATE Seotcmbcr 7, 1962

~~J.'CO:eI!JG I!II'OR:"ATIOJJ Deed Book 15GGy Page

<996, cn September 7, 1962 (portion) which were conveyed to Pennsylvania Po<rer

&: Light g

(>)

(c)

Ralph Klemovich Theodore 8 Soohio Golomo August 31~ 1~62 Decomber 13, 1966 I)< cd Hoolc 1505, Page

666, on August 31, 1962 l)ocd Boo!c 1606, Pago 509, on Doccmbor 13, 19G6 (portion)

(D) 'ohn 8 Evelyn Zettle December 20, 1966 Dccd Book 1607, Pace 1129, on December 20, 19oG (E)

Thotras Zwolinski Estate (F)

Gene 8; Valerie IQnctovic,".

(G)

Bruce D. Thomas, et al December 19, 1966 Dccembc 19, 19GG Scptcmber 2, 1975 DcoQ Hook 1607, Pace

1149, on Doccmbcr 19, 1966 J)ccQ Book lG07 Pa c 3>53~

on December 19, 1966 Dccd Boolc 1066, Page l050, on Scptombcr 10, 1975 APE'I"NDIX A -

PAGE 5 OI~'4 Ph('I""

1 k

Ti?Acr 'iri ALL THAT CEl?TAIN piece or parcel of lan~i, "ituntc in the Township of

Salem, County of Luzerne, Common>>ealth of Pennsylvania, hounded and described as folio>>s:

BEGINNING at a point. in the centerline of Si.ntc High>>ay Legislative Route 4, said point being located N 345, 860.00 - E.

2,~)~>i>,206.25 on the Pennsylvania Grid Coordinate System thence N. 88o 46'1" E. 320.12 feet to a point in the>>esterly right of >>ay line of the Erie-Lacka>>anna Rail>>ay Company; thence along said right of >>ay line S.

2 54'3" E. 176.17 feet to a point; thence along land of Andre>> >1oznock, S. 87o 01'7" t1. 311.31 feet to a point in the centerline of said State High>>ay L gislative Route 4; thence along said centerline N.

5o 35'3" Ll. 186.14 feet to a point; the point of Beginning.

Containing 1.312 acres more or less.

BEING a portion of the same premises>>hich the Pennami.te Estate, Inc.,

by deed dated December 29, loS6 and recorded in the ofCice for the Recording of Deeds in and for Luzern.. County, Pennsylvania on December 30, 1966 in Deed Book 1607, page 400, granted and conveyed unto Pennsylvania Po>>er 8c Light Company, Grantor herein.

APPENDIX A - WGE 6 0F.4 PAGE"

l l'

l

TRACT D/

BEGIilllllIGat an iron pin in the existing ~;:cstcrly right of ~::ay line of Erie Lacka!~ann.

Hail::ay Company, said iron pin being at Eric L~cka".anna Station 9578

+ 27.64; thence through the land of the Grantor herein the folio;iinc five (5) bearings and distances:

-(1)

S 8 32'6" E 157.46 feet to an iron pin; (2)

South!;ardly by a curve to thc right having a radiu" of 6279.48

" feet, a delta angle of 5 43'9", an arc length of 627.23 feet and a chord bearing and distance. of li 5 40'2" E 627.12 feet to in iron pin; (3)

S 2 48'7" E 114.05 feet to an iron pin; (4)

South:;ard1y by a curve to thc riI'ht ir.:ving a radius of 2052.16 feet; delta

. ngle of 7 30'0" an arc length of 373.35 fcct and a chord bearing and distance of S 0 56'2" U 373.08 feet to an iron pin; (5)

S 4 41'3" Il 94.58 fcct to..n iron pin in the afo.e aid. existing

!icstcrly right of ! ay line, "aid iron pin being at Erie L"cl ~! anna Station 9591

+ 90.40; thence along thc "aid cxi tinC;;:csterly right of way linc of Erie Lacka!.anna Hailuay Company the folio;;ing three (3) bearings and distances:

(1) II. 2" 53'2" P, 821.71 feet to a monument; (2)

S 81 46'8" II 8.35 feet'to a point; (3) II 2 53'2" II 542.23 feet to an iron pin, the place of beginning.

Containing 0.86 of an acre more or less.

BEXI'IG thc san!c premise" !!hich Thomas F. I'atton and Halph S. Tyler, Jr.,

Trustees of the Property of Eric Lacks;anna Hailvay Cop!pany, Debtor, by deca dated April 4, 1975 and recorded in the Office for thc Hecording of Deed.". in and for Luzerne County, Pennsylvania, on April 22, 1975 in Deed. Book 1853, Page

362, granted and conveyed. unto Pennsylvania Po!~cr e Light Company, Grantor herein.

API'EIJDIX A - I'AGE f OF 24 I)EG!lG

t I

5 I

13cing f,hc::wn.'

~

Company by thc followinp Former 0;rw r (A) Edmund & Anna Golomb (B) Edmun(E & Anna Golomb c<hnvc:,yc(3 1() I':>>>>::ylv>>ni.:z I'ower Fi, I ig)t l)r< n)i".<~" v>1)i(it alt rr Qcr(I::')F r(l I):).(,h l>cpten)bcr '(,

19C>2 (tfovcmbcr 22,

1966, (November 22.,

1966 Hccordin(!

i n form:):1;ion l)rcd 1'h>olc 1506>,

I".Lf!c 99'>,

on September 7.

3.9<i2 (portion)

D.I3.:1.605, Pl!. 279, on llovembcr 22, 1966 D.I3. 1605, Pge

337, on November 22, 1966 (C) Theodore

& Sophie Golomb (D) Penamite

Estate, Inc.

(Bcccmbcr 13,

(

(Dccembcr 13, 1966 1966 Dccembcr 29, 1966 D.li.

'IC/)~>, I').gc 702, on Dcccmbcr 13, I'J(ic I).13.

1C>06, I'1;.

5i39 on Dcccmbcr 13, 1966 (1)or liiol'f)

D.13.

J.607, I>fr. I~09, on December 30, 1966 (portion)

(E) Ralph & Verna Davenport December 21, 1966 D.B. 1607, Pg.

1034, on December 22, l966 (F) Francis h Joyce Golomb (ilovembcr R?1 1966 (I!ovcmber 22, lg66 (I!ovember 22, 1966 D.I3. 1635, Pg.

325, on Ilovember 22, lg66 D.li. 1605, Pg.

879, on Ilovcmbcr 22, 1966 D.D. 1605, Pg.

879, on Ifovember 22, 1966 (G) Thomas

& Anna Golomb (H) Charles

& Virginia Golomb (I) Jerome

&, Judith Golomb i(J) Joseph

& Katherine Kitta.

,(K) Louis h Cynthia Bbofho (L) Richard W. Ru1e

}

(N) Richard W. Rule (N) William.& Emma Zettle (Deed of Correction)

(0) Clark Harrison Benscoter

~ (P) Herman & hlary Hill

,(hh) Beach Grove hhhrying

'Ground. Association October 31, 1966 (November 22, 1966 (Ifovember 22, 1966 l<ovember 10, 1966 D.B. 160ft, Pg.

1009, on November 3, 1966 D.B. 1605, Pg.

274, on Ifovemoer 22, 1966 D.B. 1605, Pg.

329, on ilovember 22, 1966 I

D.B. 1604, Pg.

509, on Ifovember 10, lg66 December 29, 1966 D.B. 1607, Pg.

855, on December 29, 1966 August 5, 1966 october 4, lg66 July ll, 1966 September 1, 19o6 December 9, 1966 D.B. 1597, Pg.

532, on August 5, 1966 D.B. 1602, Pg. 82, on October 4, 1966

'.B.

15g5, Pg.

520, on July 12, 1966 D.B. 159$, Pg.

671, on September 1, 1966 D.B. 1606, Pg.

450, on December 12, 1966 November 15, lg66 D.B. 1604, Pg.

612, on November 15, 1966 January 30, 1974 February 20, 1974 D.B. 1814, Pg. 61,'n February 21, 1974 D B 101F.,

P.G.

666 on hlarch 1hh,:

197hh (portion Declaration of Takinp Court of Common Pleas of Luzerne County (R) Julia hfont (S) Charles

& Virginia Golomb May 16, 1972 Declaration of Talcin.

hfay 1, 1972 Declaration of Talcin(

Iso.

657F lIny Term> 1972 No. 658, hfay Term 1972 (portion)

(T) E. Kenneth

& hfary Nason June 2, 1972 Ifo. 1131, llay Term lg72 Declaration of Taking June 2, 1972 No. 1132, lhy Term 1972 Declaration of Takin llay 16, 1972 hl.incral fh.i.< J) 1;::

I)ccJ.ar:).I:ion of 'I':h3ciu,;

October Term 1972 U) Harry & Lenore Kl'ine (V) Stanley Shortz No.

656F Ap)il Term 1972

( fhor~fiion)

(W) Condemnation by PE""'L October Term 1972 No.

~".f167 Co, of surface

& sub-surface intcrcst in property located in S Q.cm Tovniahip, Lu-,.erne Countv~ Penn"ylvaniae (Various owncrs7 API'ENI)D A - I'AGf 9 OF."4 I'A('.;S

el

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All r)r!)<I; I;i.l;1<. nii<) iiil.< i<:::I, 'r)<i<:ir I;)<<i I<<<'< l..y <>I';Ii<: I')i::I; Iinr I; rio<r orris or mny )rrir<:ref);r.'r'<<.')<rl <<':

i<i I,li<: <<<<<I,

<<I,)<< i'<<iri<<:':c):: <c<<<l I.I<<~::>>I<.-.<rt'I'<<<<:r iiri<I<<',li<'. I,ra<:I;s of land, sii;untc:d iri L)rx)err<i T<wiri:;)rilr, l<uzc:rrrc. (Jour<I;.y, I'<:rrir:.,y.l.v<<rri c, dc.scr.il<c:c) bolo'r:

BEG3IJNTIKl nt n'o)>per"rc.3.<l pi.n iri tiic 3.iiic. <)Ivi<3).rr,. tli<: 3.<<ri<l of'cnnsylvnnin Poorer

& Light Cornpnriy ariel t)ic lnncl of C)rnrlos E. Goloiiib nncl Virginia D. Golomb, "aid pin boirig di"tant 506.59 fcri; measure<i <<loiig a<<i<I <ii.vicling liric on n bearing of S.

82 56'8" E. from t)ic ccntcrlinc of To<rnship Ron<3 Ilo. T.)I38; thence from the place of beginninr; <<long "<<id dividinr; linc <'. 82 5ri'0" E.,

n distance of 2556. 00 f'cct, to point; thcrico n lonr<

1d of C)i<cr3.on

)Ioiit;, J r. nnd Julia Mont S.

6 44'3" )J.,

a, cli.st<<rico of 501.5)I I'cot to n poi.nl;

.).ii tlic horthcrly line of an alloy; thence nlonr: "nid nortircrrlv linc t)ic fo).lo:riri.", I <ro (2) boar'in."s nnd distances:

(1) IJ.

03 01'0" IJ. - 128?.Irl foot to n poirit; (2) N. 83 19'3"

)1. - 1276.65 foot to n point; thence throug)r tlic c I'oio::nid Golomb land N. 7 11 07" E., a dist,.nco of 512.00 foot to a coppcr<rold pin, tho place of beginning; containing 29.658 acres, more or le s; BEGIIJi)3:NG at a point in the southerly line of n alloy or rond, lending from Torrnship Road IJo. T.438 to U. S. Route iio. 11, snicl poirit being the north~rest corner of land. o lira. Kenneth Nn"on; tricnce nlonr< said southorly line and through land. of Stanley E. Shortz and Joyce Shortz li. 83 19'3" ';,'.>

a distance of 3276.65 feet to a point: thence crossinr said alloy or rond Ii. 7 11'7" E.,

a distance of 30.00 feet to a point in the norther3.y line of saicl alloy or road; thence along

"-aicl northerly line and land of C)iarlos E. Golo.,b and Vi ginia D.

Golomb the folio;rinr t:ro (2) bearings and distances:

(1) S.

83 19'3" E.

1276.65 feet to a point; (2) S.

83 Ol'0" E. - 11II8.)I9 feet to n point; thence recro"sing said alley or road south<rest<rnrdly by,. 3 11'urve to the right, having a radius of 1800 feet and an arc distance of 57.50 feet to a point'n the aforesaid southerly line of said alley or road; thonco along said southerly line and partly along land of Eiermnn E. )Jill and Iiary A. Hill, partly along land of Harry >J. Kline nnd Leonore A. Kline and partly along t)re aforesaid tlrs. Konneth Nason land N. 83o 01'0" IJ.,

a distance of 1099.45 feet to a point the place of beginning; containing 1.659 acres, more or less; BEGIIFiJING at an iron pin, said iron pin beinr'tho northon"t corner of land of Charles Iiont, Jr.

and Julia Iiont; thence partly along land of Pennsylvania Po"rer

& Light Comp ny and partly along land of Samue3.

<<i.

";-. Ilnrv E. Kline S.

6 43'9" N., a distance of 211.)7 feet to an iron pin: thence through said Mont land southrrest~rardly by a 3 11'urve to the right, having a radius of 1800 feet and an arc distance of 297.45 feet to a coppe~<roid pin; thence along 3znd of Charles E. and Virginia D. Golomb N. 6 44'3" E.,

a distance of 410.09 feet to a point; thence along the aforesaid Pennsylvania Porrer

& Light Company land S.

82 56'8" E., a distance of 223.00 feet to an iron pin, the place of beginning; containing 1.619 acres, more or less; and Bali'JNING at an iron pin, said iron pin being the r>orth:.est corner of land of ll<irry N. Kline and Leonore A. Kline; thence along i<<rid of Pennsylvania Poirer Light Company S.

82 56'8" E., n distance of 124.56 feet to an iron pin; thence through said K1ine land southireshr idly by a 3 ll'urve to the right, having a radius of 1800 feet and an arc distance of 189.80 feet to an iron pin; thence along land of Charles Iiont, Jr.

nnd Julia. Iiont N. 6 43'9" E.,

a distance of 143.97 feet to. an iron pin, the place of beginning; containing 0.212 of an

acre, more or less.

r BEING the same premises which Dora ilnllnce, n widower, by deed dated I)ay ll,'972, anci recorded in the Office for the Rocordinr; of D od" in iid. for tho County of

Luzerne, Pennsylvania, on liny 15, 1972 in Deed Book 17)ID, Pare 554, granted and conveyed unto Pennsylvania Power & Light, Company, G<rantor herein.

EXCEPiING out of the above 'described tract of land, n11 that certain piece or parcel of land belonging to 13onch Grove Burying Ground Association, bounded and. described as follovs:

BEGD!i':NG nt n poirit, said poi.iit boini t)ic sou):tao,".t'orner of tho fence of the Beach Grove Burying C<roirircl A::socintiorr Ccimctory, saic) 3roirit bcirig located Ii 342~933 03 E 2,413,035.63 on the Fcnnsylv<<riin Grid Coordirintc System; tlicncc <<long tlio said fence nnd land. of the Grantor herein I'I. 2 )l9'9" Il. n ciistnr>co of 188.)I foot to n railroad spike APPEIID3:X A -

PAGE 3.0 OF 24 PAtli".S

5

in thc ccntcrlirro of'I'ovrr::lriir ifonrt Ir I.'g; I.ir>:rroo it) rrrr>I;rlorr;':;air1 'I'own:;)rip Ifoarl H. 80

'jil'1 I',

'L d) nt:urr

> ~ of()I. I/> I'>!ol; I'o a I>oi rrl; irr I )><: rr>>r

~ I )!or'.I v;;i>lr!

of'",ai.d road; t)rencc in <<rrd alorrrl, nnrno fl 30 i>3'II" I.

rr, rli:;Irarrcc of '(0.".,'j

~ feet to a poirrt; irr thc:;!Lid torrn::lri)r r o.rri rrrrtc~ lirrc; t)rorrco rr1o>>j. larrrl irrtcrrrIul to bo conveyed by thc Grantee )rcrcin to t)rc Grarrtor )rcrci.n ".i.

3'> )'j'6" E.

a di..".banco of1)I1.96 feet to a poi.nt; tlrcrrcc along lanrl of')ro Grarrtnr )rcrc).n.'l. f5

'jO'IO" il.

a di.",tance of >0.00 feet to n, poirrt,.".aid point being thc

.",oui;)rca,",t corner of the afore"aid I)each Gro've Buryinf Ground A:;.",ociati,on Cemetery I'onco; t)rcnce t)rrouph the land of thc Grantor heroin t)ro follotrinf; t)rrce (3) )!cari,rrr;n arrrl di.",t;ance:

(1) 8 ~ 0 Ob')r" H. - 30.08 feet to a point) (2);-'. 85" 'O'IO" il. - 3)I3.00 foot to a point; (3) I). r Or'0" )l. - 30.2'( fcct; to a point, t)rc )rlacc of begi.nnirrg.

Containing 1.,688 acreo, moro or le"".

APPEHDXX h - I'AGI 1.1.

OF 21)

PAGF>"

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TRACT VX

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ALL Tl!AT CERTAXIl PXECE OR PARCI.'I, of 1and, bc.:..ng

a. part of Lot llo. 24 in the second division of Salem, one of thc seventeen certified townsh.ips in the County of Luzerne aforesaid, together iith the bu'1dl ngs an.l,improvcmcnts thereon erected.,

. situ"te in the Township of Sa1em, County of Luzcrne, and Commonwealth of Pennsylvania, bounded.

and described, a fol..l.ows,. to wit:

BEGXIIIIXI'G at

e. corner of Lot Po. 25; "hence by Lot ilo. 25 of the

'same division, south 00 degrees 30 minutes cast>>~07 perchc" to a corner:

thence by the first division north 09 degrees 30 minute" east, 55.55 pcrcne" to a corner, an

307 perche" to a corner; thence by the third division south 8g degrees 30 minutes west, 52.55 perches to the p1ace of beginning.

EXCEPTXIIG AND RESER'iXI'5 Crom the above described piece of 1and a tract of i

twenty acres, cut off from the "outh and of the above described piece of land, which

'was heretofore conveyed to Samuel Ilicks.

c ALSO EXCEPTX!iG AIID Rl"SER<IXI'IG from the above

<Icscribe<l piece of land, a tract of eight acres one hundr"d an<I fifty (150) perches which was conveyed. to 'bman !less by deed. dated April 21, 1933 and recorded in I,uzerne County.'n Deed Book 735, Page 57.

ALSO EXCEPTXYG Al!D RESER'/XIV from the above described niece of land, a tract of 24.g9 acres which was conveyed l;o Charles E.

Go1omb, et u<, by deed dated September 15,.lg67 and. recorded in Luzerne County in Deed Book 1024, Page 507.

THE RZI<AXNDI",R of the above described piece cf 1an<l, after exceptions, containing 50 acre",

more or 1ess.

I Being the same premises which I!atthcw I!. Ueiss an!l l!i!<ired I!. !ieiss, h's wife, by deed dated July 29, 1g74 and recorded in tne Off.i.cc for the Recording of Deeds

.in and for Luzerne

County, Pennsy1van.ia, on J'uly 29, 1974 in D ed Bool; 1830, Page 538, granted and, conveyed, unto Pennsy1vania Power

&, Light Company, Grantor here. in.

APPEI(l)XX A - I'AGl" 12 Ol" 24 PAGl'"

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ALL TIMT CER'i'AIN piece or parcel of lan<1 si tuate i.n the 'I'ow>>ship of

Salem, County of Luzerne, Ccrrvnonwealth of Pennsylvania, mo:e particularly bounded and described as folio'rs:

BEGINNING at the stake on line of land now or form rly of Phillip Seely; thence along line of land now or late of L onard Boll, South 5 decrees Ilest fifty-two and 6/10 perche" to a stake; thence South 9 degrees, East forty perches; thence continuing along same South 2 degrees 45 minutes I est twenty-two perches; thence South 17 degre'es 45 minutes

':Jest I;wen";,y-six perche" to a cherry tree thence South 10 degrees 30 minutes IJest t'rrenty-eight perches to a stake; thence South 5 degrees Hest si:<ty-three ar.d 2/10 perches to a stake'hence alongiland now or late of Ellen Frace South 8!r degrees 30 minutes East twenty-six and 6/10 perches to a post on line of land now or late of C.

C. Lockhart: thence continuing along same North 5 degrees East two hundred and thl.rty perches to a stone in line of land now or late of Phillip Seely; thence continui,n;~ along sam IIorth 84 degrees 30 minutes Hest twenty-seven perches to a stake, the place of beginning.

Containing 34 acres and 73 perches more or less.

BEING the same premises which Robert D. Taylor anri Flizabeth F. Taylor, his wife, by deed dated August 7, 1974 and r corded in the Office for the Recording of Deeds in and for Luzerne County, Pennsylvania, on August 26, 1974, in Deed Book

1833, Page 569, granted and conveyed'unto Pennsylvania Power Pc Light Company, Grantor herein.

APPHIII)IX A - I'AG'" 13 OI" 24 I'AG!lS

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ALL TIIOS!: CEHTAXI'ieces or parce!.s of'anQ,,'.nc!.uding all improvements, situate in the Township of Salem, County -of Luzcrne, Commonwealth of Pennsylvania, bounQed and described as follows:

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TRACT IIO. l."BEGXIliilIIG t an, iron pipe, saiQ iron pine being Il 05o 45' 76.28 feet from an iron nina located at the intersection of the northerly line of Township Road T-438 and thc dividing linc of land, now or formerly, of John hcDonald,

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nd land of Stanley

"-. Shortz; thence along said I'.cDon ld land rl 06 47'0" E. 1199.00 eet to a steel post; thence along otner land of the Grantee herein, 5 84o 14'4" E

919.09 feet to a P.K. Ilail.> thence along the center of said To.>nship Foad T-438, "nd G

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long other land of the Grantee here'n, Tract

~j'2 herein, and ot;her land of Stanley E.

hortz, respectively, S ')7 08'0" il 1199.M ~eet to a P.K. Ilail; thence along said-hortz la'nd Il 84o 15'0" il 911.7'( feet to an iron pipe> the point of beginning.

Containing. 25,191 acres more or less.

TRACT IlO. 2 BEGZIlliii!G at a point, said poi.nt hei.nf,'t the intersection of the Ilortherly line of a 30 l'eet wide right of <<ay,.nd t'ne center of Township Howl.

t

-438, said point also being II 07 08'Q". E 471.32 feet from a P.K. Ilail set at the outheasterly corner of Tract

~t'1; thence a!.ong the center of saiQ Township Po d T-438, I,'7o 08'0" E 5l2.00 feet to " P.K. Ilail.; thence along other land of the Grantee

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erein, S 83 00'0" E 506.59 feet to a monument, thence along other land of tne rantee herein, S 07 ll'7" ':I 512.00 feet to a point: thence along land of Stanley E. Shortz and along the Iortherly.l.ine of said 30 feet w.idc.r.ight of way, II 83 00'

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0" N 506.13 feet to a point, the point of beginning.

Containing 5.951 acres more r less.

Qe Being the same premises which Ch,.ries E.

Golomb

.nd Virginia D. Golomb is wife, by deed dated

. ebruary 7, '975 and recorded in thc Office for the Recording f Deeds in and for Luzerne County, Pennsylvania, on I'ebruary 14, 1975 in Deed Hook

l848, Page 337, granted anQ conveyed unto Pennsylvania Power k Light Company, Grantor i

erein.

API e.HDXX A>> I'AGE 14 OI 2I!

I'AG".S

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'TMCT X%

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ALL TlIAX'!~RTAIffI'J.';C!; nx p,".! co!,

!>C lan~!

inc'>> l i!!~: iml>rovcmcnt::

s tu~tc in tlic To:!nship of Ja).on>

County of l,u;:erne; Co;:!.s.>n!!ca~ th

..!C l'i nnsy1v, nia, bounded and z

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'describod a" fo1l.ow':

B"GIIflUi:9at a P.K. Ila.'l..'.n thc contor o To:!n.".h'n l?sad T-450 al.so I:no~.'n as

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Bell. Bend Poad, said P.

K.

Ii. il. being 750 feet, more or !c.-.s, south:;e: torl.y from the intersection of To;!nshin Road T-f50 and U.

S.

I?outo 1l.; th n<<o along 1and of.Joseph Futoma> the Colin!!ing four (4). courses and distances, (l) If y<f 'Jo'9"

';I 142.20 feet

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to an iron bo1t; (2) al.on," tho;!ester'y side of ". private.3rivo lf 27 37',1" r; 8.00 feet to an iron pj.n; (3) 'ir 60o 52'9"

~f 93 50 feet to an i.ron pin: (I') I! 10 00'9" 8 74.66 f ot to an iron p:in> said iron pin being lf 87o 1ff'.l.',", 134.44 foot from tko south'!o"'terly corner of

"~ "nd to be conveyed from

!::, "on I,.

':.-.Jo.",.nno A. Samsel. to the c

rantee herein; thence alonp said Samse1 1and If 87 ifi'.!."i 5').00 feet to an iron in; thence along land no.! or formorig of Garrett floss, tiio fo11o';ing three (3) courses and distances>

(1)

S 65o 45':9 5 l..l4.45 feet, to a P.li. iiai.i; (2) a1onp the center of g"aid priva e drive, Il 27 44',.l." I', 3.96 feet to a P.K. Ifai.l.; (3)

S 62o '0'9" L'gl f0.10 feet to a P.i<.'fai'in tho ccntcr of To:!n"-hip Roa I T-f150> sai~l l'.K. Iiai1 boinp S 34 43'l" il 14f!,'!0 Coot from the southeasterly corr.cr oC said Samsc1 1and thence

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long the center o

To:;nsi!ip I?oad T-I!50 S 2' ll" lf !.:>5.00 fco to a P.K. Ilail.

the oint of beginning.

Containing 0.563 of an acre moro or l,css.

e BZIIfG the same'.prem.!.ses

>:.'hich Anthony Ross a!!d !".Ioanor,f. !?oss, his ~;ifo> by

'd dated llarch 12, 1975 and recorded in the Office for thn Rccnrdin,, of i>eeds,;in and or Luzorne County> Pennsyl.vania, on I'arc!! 14, 1975>

in f;cc!I B<!n', !050>

!>age 4!Q granted and conveyed unto Pennsyl.vania Po::er F; Light Cn.".!@any, grantor heroin.

AI>PEHDL( A PAGE 15 01" 24 VAGf;C;

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TIIhCT X fiLL TIIOSE CEFI'hTII pieces or parcels of lan<1, inc t.udinr in provemcnts, situate in the Township of Salem, County of Luzerne, Commonwealth of Pennsylvania, more particularly bounded and described a" follows:

TIIE F3:ngf THEIIEOF:

BEGII><ITilQ at a point on a private road at thc c;>rncr of Lot IIo, 25.

thence along said road S<.uth 83 <lcgrces 30 minutes East 12<>.5 feet. to land of L. T. Reichard; thence a)ong said land South 6 dcgxccs 30 minutes I<est 490 feet to land of George IJ.

LaHz>c; 'hence along thc same iiorth 03 de!~rces 30 minutes I1est l29.5 feet to Lot IIo. 25 aforesaid; thence along th<.

so>rc Ilorth 6 degrees 30 minutes East 498 feet to the place of be< inning.

Containing 1.400 acres more or less.

'IIE SECOI/D TI!EBEOF:

~

T BEGIIIIilHG at a pod.nt on the Southerly side of a 30 foot public road, said point being II. 83o-30':I.

179.5 feet from the divi<3ing line of now or formerly the Grantors (Tract 3) and now or formerly IIazryLear; thence along other land of tne Grantors (Tract 1) S.

6o 512 feet to a point; hence along land now or former3.y ofosephine Hymar II. 83 510 feet to a point'hence along land now or formerly of IIarry ':/. Kline II. 6 E. 470 feet, more or less>

to an iron pin; thence along other land of the Grantee, along a curve to the left with a radius of 1800 feet, an arc distance of 89.56 feet; to a point on the southerly side of said road; thence along the southerly "ide of said road S.

83 E. 180 feet>

more or less, to a point; thence leavinr~ said roal along other land of the Grantees, the following 3 courses and distances (l) S. 6o-30'.

200.00 feet to an iron pin;..(2) S. 83o-30'.

100.00 feet.to an iron pin; (3) II. 6 30'.

200.00 feet to an iron pin on tIzc southerly side of said xoad; thence along the southerly side of said road S.

83 E.

3.50 feet; to a point the place of beginning.

Containing 5.500 acres more or less.

THE THlHD THEPEOF:

BEG3:IIII1IG at an iron pin on the southerly side of "30 ft. public road";

thence along the southerly side of said road South 82

-. degrees East 50 feet to an iron pin; thence South 7 degrees R>est 10o.25 feet to on iron pin in the northerly side of road; thence IIorth 71 degrees 20 minutes Hest along the northerly line of said road 51 feet to an iron pin; thence IIorth 7 degrees I".ast 96.5 feet to the iron pin, the place of beginning.

Containing 0.116 of an acre more or less.

BE3:IlG the same premises which IIerm n I'.. IIilland I:.ary A. Ilill,his wife, by deed dated October 9, 1974, and recorded in the Office for the Recording of Deeds in and for Luzerne County, Pcnnsylvani<z, on October 9, 1974, in Deed Hook

1838, Page 972, granted and conveyed unto Pennsylvania Power

<~ Light Conzpany, Grantor herein.

hPPRI1D3:X h - PhGE 3.6 OI'4 I>hGI'<'

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TRACT XI ALL TF!AT CEBTAIII PI/PI," or parcel of land, includ ng improvements, situate in the Township of Salem'ounty o'f Luzerne and State of Pennsylvania, bounded and described as follows:

BEGIIII!IIIG at a corner on the old road leadinr., from State Hichway through the L... LocVard Plot; thence along land no r or formerLy of Harvey Fink in an Easterly direction a distance of 430 feet to land now or formerly of Fred Belles; thence alona said Belles 1 nd in a IJortherly direction 70 feet to land now or formerly of Georce IIunter; thence a3.on@ said I!unter lend and land now or formerly of 03.en L. Slusses in a I1esterly direction a distance of 430 feet to the said hiI;hway; thence alonG said highway in a Southerly direction a distance of 70 feet to the place of be~inninc.

COIii'AIIIIITG0.69 of an acre more or less.

BEIIIG the same premises which I'yron Leslie I'ifer, and Phylli D.

Pifer, his wife, by deed dated October 28> 1974 and reco ded in the office for the Hecordinc of Deeds in and for Luzerne County, Pennsylvania on October 30, 1974, in Deed Hook 1OIIO, Page 949, granted and conveyed unto )?ennsylvania Power

&, Light Company, Grantor herein.

APUI'.IID3.",< A -

PAU!". 3.7 OF HIt I'ACi""

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ALL T11AT CEK'AIi1 PIF,",E or parcel of lend, inc3.u.3inr; improvements, situate in the To;unship of,":alcm, County of Luzerne arv3.'!tate of Pennsylvania, bounded and described a" folio";s:

33FGIIlilI1U at an iron pin, bcinC thc n rthc'as'.cr3..;

corner of lan.l no~ or formerly of 11erman

!:.. 11ill on the outherly si~3e c1' "30 foot public road';

thence along the southerly side of said road S. 76o-~0',

- 101.00 feet to an iron pin; thence continuing along said ro..~3,":. 2o-30'. - 129.10 feet to an iron pin; thence a1ong the northerly."ide cf, road i1. 7l.o-20'1.

204.50 feet to on iron pin, bein>; the southeasterly corner of land now or formerl<<of lierman E.

13i11; thence along thc easterly 3,inc of 1'and now or formerly of 11erman E. 11ill Fl. 6"-32'",. - ~.Ki.1'7 feet to en iron pin the place of beginning.

C013TAIilli~G 0.5 of an acre of land more or less.

BEIiK1 the same premises

'~elhi.ch 1larry 1l. Lear,.Ir., A/!;/A 11arry Yiresge

Lear, and Edith ]'.ay Lear, his irife, by deed date.3 iiov<<mbcr 22,

1974, and recorded in the Office fo" thc Recording of Deeds in, n<3 for Luzcrnc County, Pennsylvania on liovembcr 22, 1974 in Deed Boo!: 1842, iaaf..c CB2, granted and conveyed unto Pennsylvania Power & Light Company, Orantor herein.

APl'ENI)% A -

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TRACT XXXI ALL TIIAT CEI?TAZI Pli;CE or parcel of land, including improvcmcnts, situate in the Township of Salem, County of Luzcrnc and State of Pennsylvania, bounded and described as follows:

BEGXiBfHtG at a P. K. Ilail, said P. K. Ilai3. being in the c nter of Township I?oad T-450, also known a" B 11 B nd Poa~l, thence through land of the Grantors herein and along the center of said Township I:,oad, th following (4) courses and distances:

(1} S.

30 -09'-33"

01. 60.00 feet to a, P. K. V<ail; (2) S.

24 -15'-33"

'iJ. 150.00 feet to a P. K. Nail; (3) S.

29 -50'-33" tl.

50.00 feet to a P. K. Iiail; (4) S.

34 -17'-33"

':J. 208.40 feet, to P. K. Nail; thence along land of Garrett He s, S. 88o-51'-46"

$1. 237.44 feet to an iron

pjn, and S. 87 -14'-ll" ir. 258.44 feet to an iron pin; thence along other land of the Grantee h rein, the following (4} courses and di"tance"': (1) N. 2lo-33'-

32" E. 490.85 fe t to a stone; (2) N 89o-44'-33" E. 510.50 feet, to a monument'3)

S. 19 -14'-33" ';l. 40.50 feet to a monument; (4) H. 88o-41'-02" E. 51.02 feet to a P. K. Nail, the point of beginning.

COIlTAQJI1tG 5.461 acres more or

less, BEING the s "!

premises which i~1ason L. Samscl end Joanne A. Samsel his wife, by deed dated January 6, 19'(5 and record d in the Office for the Recording of Deeds in and for Luzerne County, Pennsylvania, on January 6, 1975 in Deed Book 1845, Pape 441, granted and conveyed. unto Pennsylvania Power 4 Light Company, Grantor herein.

APPEIIDlX h - PAGE 19 OF 24 PA01',S

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Tl?ACT:;IV ALL TiiAT CFR7AIII PIECE or parcel of land, incluiiing improvements, s'tuate in the Township of Salem, County of Luzerne and Sl:ate of Pennsylvania, bounded and described as follows:

BEGIiiiiIIfG at a."tone corner in line of land now or formerly of VirgilNallace; thence along a private rood South 9 dciirces East a distance of Two iiundred I'iineteen and one-half (219;;) feet to a po" t in line of Beach Grove School lend; thence a3on,"", the same South 62;-'; degrees East a distance of Eighty-eight and five tenths (88.5) feet to a post; thence along land now or formerly of Lloyd Ash Ilorth 23 degrees Eo t a distance of One ilundred Three (103) feet to a post; thence along land noir or formerly of I'eul Heichard, I/orth 9 degrees Nest a,distance of Onc Jiun fred Forty-eight (li(8) feet to a

wild cherry stumo; thence along land now or formerly of VirgilNallace ilorth 83'egrees Nest a distance of One Hundred 7hirty-four (134) feet to the place of beginning.

COIi'I'AIIIIPG 0.635 of an acre more or less.

BEIIIG the same premises which Arlean li. Cornell., a!k/a hrlene li.

Cornell, a widow, by deed dated Iiovember 22,.

1974 and recorded in the Office for the Recording of Deeds in and for Luzerne County, Pennsylvania, on Ilovember 22, 1974, in Deed Book 1842, Pa,"e 885, granted and conveyed unto Pennsylvania Power k Light Company, Grantor herein.

AI'PEIPDIX A -

PAGE 20 OI'if PAGI;'S

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TINCT XV ALL THAT CERTAIIl PIECE or parcel of land, including improvements, situate in the Township of Salem, County of Luzerne and State of Pennsylvania, bounded and described a" follows:

BEGIIIII1i'IG at an iron pin corner in the southerly "ide of a thirty (30) foot township public road, in line of lands now or formerly of IIerman E.

Iiilland Mary A. Hill, his wife, said beginning point being three hundred twenty-nine and five-tenth" (329.5') feet from the dividinc line of lands now or formerly of Herman E. Hill and Mary A. Hill and lands no':r or formerly of Harry Lear (Late of Ilichael Mont) on a course North 83 degrees 30 minutes liest; 4

thence South 6'egrees 30 minutes 4'est, two hundred (200) feet to an iron pin corner; thence through lands now or formerly of Herman E. Hi13. and Mary A. Hill, North 83 degrees 30 minutes Nest, one hundred (100) fr.et to an iron pin corner; thence through land." now or formerly of Herman E. Hill and Mary A. Hill, North 6 degrees 30 minutes East, two hundred (200) feet to said public road.; thence along said township public road, South 83 degrees 30 minutes East, one hundred (100) feet to the place of beginning.

CONTAINING 0.495 acres more or less.

BEING the sam premises which Stanley J. Confer and Bonnie J. Confer, his wife, by deed dated September 30, 1974 end recorded in the Office for the Recording of Deeds in and for Luzernc County, Penns;lvania, on September 30, 1974 in Deed Book l837, Page 197, granted and conveyed unto Pennsylvania Power 8

Light Company, Grantor herein.

APPENDIX A - PAGE 21 OF

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TRACT AVI ALL THAT CEHTAIIi PIECE or parcel of lanil, including improvements, situate in the To>mship of Salem, County of Luzerno, Connnon~realth of Penn yl-

vania, bounded.

and described. as followers:

BEGII/IIIIIG at a P. K. Nail in thc center of Tomship Road T-450 (formerly U. S.

Poute 11) also kno~m a" Bell Bend Hoa~l, said P.

K. ilail being 500 feet, more or loss, southwesterly from thc intersection of said To~mship Road T-450 and U. S.

Route ll; thence along the center of said. To~mship Road T-450, S. 34 -43'-ll" >l. 144.00 feet to a P. K. Ilail; thence along land for-merly of Anthony I?o s, noir of the Granteo herein, the follorring 3 course" and distances:

(1) ii. 62 -30'-'49" W. 140.10 feet to a P

K ilaily (2) along a

private drive, S.

27 -44'-ll" tl. 3.96 feet to a P. K. Ifail, (3) N. 64 -45'-

49" N. 114.45 fe t to an iron pin; thence along land formerly of l4ason L.

Samsel, nor of the Grantee heroin, N< 87 -14'-ll" E. 74.00 feet to an iron pin and N. 88 -51'-46" E. 237.44 feet to a P'. K. Nail, the point of beginning.

Containing 0.412 of an acro more or less.

BEING the same premises which Lulu Hoss I<ogle, a >rider, by deed.

dated, October 30, 1975 and recorded in tQe Office for tho Hocoxding of Deeds in and for Luzerne'ounty, Pennsylvania, on Cctobor 30, 1975, in Deed Book

1870, Page 716, granted and conveyed, unto Pennsylvania Po:rer

& Light Company, Grantor herein.

APPENDIX A - PAGE 22 OF 24 FAGl:."

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TACT Vt'IX ALL THAT CEPTATJf piece or>>orcel of llirI, iiicluding improvements, situate in the To>lnshin of Salom, County of Luzerne arid. State of Pennsylvania~

bounded and described a" folloirs:

BEGilfifII<G at aii iron pin in thc Qividinl linc beam ii land, of Harry Kline and I4. Pifer, aid iron pin bcillg ii. 3 -41'<<>I'" !'. 110.6~5 feet from a point on thc northerly line of a 30 foot vide public road.; thciicc along land of Harry Gine the following 3 courses and distance"-

(1)

S 84 -06'-17" !l..

109.45 feet to an. iron pin, (2) II 03 -41'-43" rt 52.00 feet to en iron pin, (3) I'I. 00 -34'-17" E. 280.16 feet to an iron pin; tih.ncc along other land of the Grantee herein If. 87 -27'-l7" E. 00.36 feet to An iron pin; thence along

.3.and of tl. Pifer S. 03o-Ill'-43" E. 325.30 feet to an iron pin, the point of beginning.

Containing 0.757 of an acre more or lcs".

BEIilG the same promises

.which George S. Hun'.':r and Elizabeth J'.

Hunter, his wife, by deed dated Hovcmber 7, 197~I and rccordcd. in the Office for the Recording of Deeds in and for Luzcrne County, Pcnisylvania on llovcmbcr 8, 1974 in Deed. Book 1841, Page 956, granted and conveyed unto Pennsylvania Pover 8c Light Company, Grantor herein.

APPEHDZ( A -

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TIMCT XVIII ALL THAT CERTAIZI PIECE or parcel of land, including improvement",

situate in the Township of Salem, County of Luzerne and State of Pennsylvania, bounded and described as foU.ows:

BEGIÃflIIJG at a stone corner of land now or late of V. R. Nallace on line of land noir or late of Fred Belles, the same being the northeast corner of thc property hereby conveyed; thence along land noir or late of Fred Belles Iforth 83 e degree" Nest, three hundred one and five-tenths (301.5) feet to a corner of other land. noir or late of Samuel N. Kline, et ux; thence along "aid land South 6

~z-degrees Nest, four hundred. forty-nine (449) feet.to the Oorth side of the private road; thence olong said

road, South 83 e degrees East, ninety-eight and five-tenths (98.5) feet 1

to a post corner on line of V. R. Nallace and six (6) feet north of the stone corner at the southeast corner of the Nallace property; thence i'torth 30 -'egrees East four hundred, eighty-eight (488) feet to the place of beginning.

COIPZAlNING Two (2) acres, more or less.

BEING the same premises which Timothy C. Benscotcr and Velma I.

Benscoter, his wife, by deed dated September 30, 197>l and recorded in the Office for the Recording of Deeds in and for Luzerne County, Pennsylvania on September 30, 1974, in Deed Book 1837, Page 3.94, gr"nted and conveyed' unto Pennsylvania Power Ec Light Company, Grantor herein.

APKODLX A -PAGE 24 OF 4

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EXHIBIT B BILL OF SALE THIS INDENTURE dated the day of 197 by and between PENNSYLVANIA POWER 5 LIGHT COMPANY, a corpora-tion organized and existing under the laws of the Commonwealth of Pennsylvania (hereinafter referred to as "Seller"),

and ALLEGHENY ELECTRIC COOPERATIVE, INC., also a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (hereinafter referred to as "Purchaser" );

WHEREAS, Seller has, by deed dated Harch 18, 1977 and delivered on the date hereof, granted and conveyed unto Purchaser, its successors and assigns, as tenant in common with Seller

[which retains an undivided ninety percent (90;)

interest in 'the property which is the subject of the interests h

conveyed thereunder],

under and subject to certain exceptions, reservations and covenants, an undivided ten percent (104) interest in and to Seller's

estate, right, title and interest in and to the real property associated with Units Sl and

.".2 of the Susquehanna Steam Electric Station situate in the Town-ship of Salem, Luzerne County, Pennsylvania, as by reference to said deed will more fully appear; and WHEREAS, it is the'ntention of the parties'ereto that, in addition to the property so conveyed,.

as aforesaid, a comparable undivided interest in all personal property of Seller of whatever kind and description useful in connection with said Units 81 and 82 of the Susquehanna Steam Electric Station'shall likewise be transferred unto Purchaser, as I

tenant in common, as aforesaid.

P e.Jd'=>>

NON, THEREFORE, NITNESSETH, That Seller for and in I

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consideration of the sum of One Dollar ($ 1.00) lawful money

I

of tlute United States and other good and valuable consideration, the receipt of which is hereby acknowledged; and, to the extent that Seller has the ability to do so, has bargained,

sold, assigned, transferred and delivered, and by these presents does bargain, sell, assign, transfer and deliver, to Purchaser, its successors and assigns, as tenant in common with Seller

[which retains an undivided ninety percent (90'o) interest in the property which is the subject of the interests transferred hereunder],

an undivided ten percent (104) interest in all of Seller's

estate, right, title and interest in and to all personal property of Seller of whatever kind and description, and wherever located, used and useful in connection with said I

Units 81 and b2 of the Susquehanna Steam Electric Station, including, without, limiting the generality of the foregoing, the following:

. 1.

The boiling water nuclear power reactors, steam turbine generators including all common facilities required for the operation and maintenance of Units 81 and 82 of Sus-quehanna Steam Electric Station, and all advance payments

.made for any item in respect of Units 81 and 82 of the Susquehanna Steam Electric Station.

2.

Inventories of material,

supplies, fuel (includ-ing nuclear fuel and nuclear fuel leases),

tools and equipment facilities and other items specifically designated for use in connection with the construction and operation of Units tl and 82 of the Susquehanna Steam Electric Station.

3.

All of the following which are used or to be used in respect of Units Pl and b2'of the Susquehanna Steam Electric Station:

(a) contracts including advance payments made relative thereto (including without limitation, all contracts relating to nuclear fuel, nuclear fuel fabrication, nuclear fuel trans-portation, nuclear fuel storage and other related nuclear matters);

(b) cnoses in action; and (c) causes of action,'

l 1.

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It is understood by the parties hereto that'Seller currently owns leasehold estates or leasehold interests in

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some items which have been or are to be specifically'ncluded for construction or use as part of Units 01 and

/t2 of the Susquehanna Steam. Electric Station.

When Seller's interest is that of a leasehold estate or a leasehold interest, Seller hereby sells and transfers to the extent permitted by law, and to the extent permitted by the terms and conditions under which Seller holds its leasehold estate or leasehold interest, and subject to Article II of the Tenancy in Common Participation Agreement dated March 18,

1977, between the parties, pursuant to which this Bill of Sale is delivered.

UNDER AVD SUBJECT to the following covenant, waiver, surrender and release:

Seller and Purchaser hereby covenant and agree that:

The following covenant,

>>aiver, surrender and release is hereby entered into by and, between the parties hereto as tenants in common,- namely, that the aforesaid personal property, including the undivided'inety percent (90;.) interest therein of Seller as a tenant in common, and the additional r

personal property hereinafter mentioned shall not, during the period hereinafter specified, be subject to any partition or sale for division, either voluntary or involuntary, by either judicial or, non-judicial action, and all right to effect during said period such a partition or sale for" division, is hereby waived, surrendered and released by each of the parties hereto as tenants in common; and said covenant, waiver, surrender and release (1) shall be binding upon and enure to the benefit of each such tenant in common and its respective successors and assigns, and the mortgagees, receivers, trustees or other representatives of the respective tenants in common and their respective successors and assigns;

(") shall be applicable not

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only to the aforesaid property, including the undivided ninety I

.". percent (904) interest therein of Seller as a tenant in common, but shall also be applicable to all additional personal property relating to said Susquehanna Steam Electric Station and here-after acquired by such tenants in common in connection there-

~ with; (3) shall be effective during the period commencing with the date of the delivery hereof and continuing after the completion and commencement of the operation in the public service of said Units tl and 82 of the Susquehanna Steam Electric Station during the useful life of said Units Fl and t2 of said station. for the generation of electric energy

/

except that if at any one or more times during the said period all tenants in common then owning undivided interests in the P

aforesaid property and, additions thereto, by. appropriate "instrument executed and.delivered by all such tenants in common (with the consents of or releases of lien by the holders of all mortgages which are liens upon the interests of the respective tenants in common), shall 'dispose of any portion thereof or interest therein, said covenant, waiver, surrender and release

shall, upon such delivery, cease to be binding with respect to such portion or interest so disposed of, but shall nevertheless remain effective during the aforesaid period with respect to the balance of said property and additions thereto not so disposed of; and (4) shall not, and is not intended to, prohibit or limit in any way the right of each tenant in" common at any time owning an undivided interest in said property and additions thereto, including

each party hereto,

.to sell, mortgage and otherwise freely transfer and alienate its own respecti've undivided interest therein, either in whole or in part; subject, however, to said

covenant, waiver, surrender and release.

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ALL PROPERTY TRANSFERRED HEREBY IS TRANSFERRED "AS IS AND WHERE IS".

PURCHASER ACKNOWLEDGES AND AGREES THAT AT NO TIME SHALL SELLER HAVE MADE, NOR BE DEEMED TO HAVE MADE, ANY REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE TITLE TO SUCH PROPERTY OR AS TO COMPLIANCE WITH SPECIFICATIONS, CON-DITION, MERCHANTABILITY, DESIGN, QUALITY, DURABILITY, OPERATION, FITNESS FOR USE OR PURPOSE, VALUE, QUANTITY, SUITABILITY, OR WORKING ORDER OF SUCH PROPERTY, NOR TO HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH PROPERTY OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY THAT THE USE OR OPERATION OF SUCH PROPERTY WILL NOT VIOLATE ANY PATENT, TRADEMARK OR SERVICE MARK RIGHTS OF ANY THIRD PARTIES.

IN WITNESS WHEREOF, Seller and Purchaser have duly caused this Indenture to be duly executed in their respective names and on their respective behalves as of the day and year first above written.

PENNSYLVANIA POWER g LIGHT COMPANY By:

Attest:

ssxstant ecretary ALLEGHENY ELECTRIC COOPERATIVE, INC.

By; Attest:

ecretary I,

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Erhibit C l

KENNEDY FAMILY Jose h p., Sr.

(d.)

6 Rose Kennedy I

oseph p., Jr. (d.)

None John F. (d.)

Caroline John F., Jr.

Kathleen (d.)

None Robert F. (d.)

Kathleen Hartington Robert F., Jr.

Joseph patrick David Anthony Mary Courtney Michael L.

Mary K.

Christopher Matthew Edward Moore I

Kara Ann Edward Moore patrick Joseph unlace braver Robert Sargent III Maria Owings

Timothy Perry Mark Kennedy Willie Stephen, Jr.

E (S

)

Jean (Smith)

(

d)

Christopher Sydney Victoria Robin pa tricia Lawfor RoseMa None

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