ML18026A016

Transmission Agreement Between PP&L and Allegheny Electric Cooperative, Inc

ML18026A016
Person / Time
Site:	Susquehanna
Issue date:	08/11/1978
From:	Pennsylvania Power & Light Co
To:	Office of Nuclear Reactor Regulation
References
Download: ML18026A016 (194)

Text

Transmiss ion Agreement Tab 1'e of Contents

~Pa e No.

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 Article XVI Article XVII Article XVIII Article XIX Article XX Article XXI Article XXII Article XXIII Definitions Conveyance Deposit and Payment Construction of Line Closing and Second Closing Transmission Operating Costs Use and Enjoyme'nt Bulk Power Transmission Service Operation, Management and. Maintenance of the Line and Right of Nay Access to Books and Records Representations and Narranties Cooperation Insurance Transfer and Sales Taxes Conditions Precedent to Closing and Second Closing Notice Survival Amendments Counterparts Governing Law Benefit of Agreement Severability Failure to Enforce Provisions of this Agreement 2

18 20, 27 29-31 32 33 34

'35 37 42 43 44 45 46 49 Occlreter3~

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Page No.

Article XXIV Article XXV No Delay Alienation 5 Ass ignment 50 51 Article XXVI PL's Option to Purchase, the Line 54 Article XXVII Article XXVIII Article XXIX Article XXX Article XXXI Article XXXII Default Successors,

Assigns, Transferees and Grantees Risk Recording Filing Term of-this Agreement 56 58 59 60 61 62 Article XXXIII Article XXXIV Article XXXV Article XXXVI Article XXXVII Engineering Changes by AE Progress Reports

- Cost Estimates Contingency Article Headings iVot to Affect i%eaning Best Efforts 63 64 65 66 67 Article XXXVIII Buy American 68 Article XXXIX Article XL Article XLI Article XLII Article XLIII Article XLIV Article XLV Article XLVI Article XLVII Article XLVIII Further Assurances Statutes Historical Sites Naiver Safety Flood Hazard Areas Congressional Representatives Nonsegregated Facilities Equal Opportunity Clause Environment Signatures 69'0 71 72 73.

75 76 78 82 84

Exhibit A Exhibit B Exhibit C

Exhibit D Exhibit E Exhibit F Deed EXHIBITS Bill of Sale Kennedy Family Reduction in Power Delivered Rights and Interests in Property Included in Line Project, Line Additions and Line Handy-Whitman Index

Transmission A reement This Transmission Agreement, entered into thfs 18th day of March,

1977, by and between Pennsylvania Power 5 Light

Company, (hereinafter PL),

an electric public utility corpora-tion, 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 Pennsyl-vania 17110.

WHEREAS, PL owns a ninety percent and AE owns a ten percent undivided interest, as tenants in common, in the Susque-hanna Steam Electric Station (Susquehanna),

Luzerne

County, Pennsylvania; and

WHEREAS, AE is desirous of owning certain transmission facilities under and subject to the terms of this Transmission Agreement and AE is desirous of receiving a certain bulk power transmission service from PL; and

NHEREAS, PL is willing to provide a certain bulk power transmis s ion s ervice to AE.

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

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Article I:

Definitions For the purpose of this Agreement the following terms shall have the following meanings:

ACTUAL CONSTRUCTION COSTS ACTUAL TRANSMISSION OPERATING COSTS AGREEMENT ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION Amounts actually recorded by PL on its accounting books and records for Construction Costs during any par-ticular period.

The sum of the following:

(1) Opera-tion and Maintenance Costs applicable to the Line; and (2) a monthly

charge, both as set forth in Article VI, Subpart A of this Agreement.

This Transmission Agreement.

The Allowance for Funds Used During Construction of the Line as recorded in PL's accountin'g books and records.

Allowance for Funds Used During Construction is intended to include the terms Allowance for Funds Used During Construction, Interest Charged to Construction, Interest During Construction, Allowance for Other Funds Used During Construction or Allowance for Borrowed Funds Used During Construction as defined in the Uniform System of Accounts For Class A and B Utilities as may be amended from time to time.

BUSINESS DAY CLOSING CONSTRUCTION COSTS Any day other than a Saturday or Sunday or a day on which banking insti-tutions in the Commonwealth of Pennsyl-vania are required by law not to transact banking business.

As defined in Article V of this Agreement.

Payments made or costs incurred (excluding Allowance for Funds Used During Construction) either prior to or subsequent to Closing and Second I

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Closing by or for the account of PL or AE in respect of the Line, in connection with the acquisition,

design, construction, placing the Line in service and capital additions

'r removals after placing the Line-in service and costs incurred in connection with or in respect of the Right of Nay and shall include without limitation:

1.

All costs and expenses incurred in connection with clearing right, of way prior to construction of the Line, all structures and improve-ments installed on Right of Nay, and all equipment and all temporary facilities; and 2.

All costs of labor and services performed or rendered, together with related overhead costs; and 3.

All costs associated with the acquisition of materials,

supplies, machinery, construction equipment, all other equipment, and apparatus acquired or used (including rental charges for machinery, equipment, or apparatus hired.;

and 4.

An amount of PL's administrative and general expenses reasonably attributable to the Line and Right of Nay including but not limited to all costs necessary to obtain regulatory, governmental, or other approvals re-lated to the Line and Right of Nay; and 5.

All payroll expenses incurred by PL including but not limited to the costs of social security taxes, un-employment insurance

expense, and other payroll taxes, group life in-

surance, group hospitalization, medical insurance, time off with pay, pension

'lan and. other employee benefit, plan contributions, workmen's compensation, long-term disability insurance, health insurance, accident and dismemberment insurance, and all other fringe benefits accruing to PL's employees or personnel; and

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Overheads normally incurred by PL in performing line construction work reasonably attributed to the Line and Right, of Nay; and 7.

Sales taxes and real estate taxes; and 8.

An equitable'llocation of all costs of owning (including deprecia-tion).and operating auxiliary supporting facilities of PL which enure to the benefit of the Line and Right of Nay.

AE shall be entitled -to an equitable financial credit for any item which was purchased or leased for the benefit, of the Line, but which item is used either in whole or in part by PL other than for the benefit, of the Line either on a temporary or on a permanent

basis, and. such equitable credit shall be an adjustment to Construction Costs for the period during which such item is not used for the benefit of the Line.

ESTIMATED CONSTRUCT ION COSTS ESTIMATED TRAilSMISSION OPERATING COSTS LINE LINE ADDITIONS LINE PROJECT PARTIES PARTY Amounts which PL reasonably expects to record on its accounting books and records for Construction Costs during any particular period.

Transmission Operating Costs which PL reasonably expects to be incurred during any particular period.

As defined. in Article II, Subpart D

of this Agreement.

As defined in Article II, Subpart D

of this Agreement.

As defined in Article II, Subpart D

of this Agreement.

PL and AE, Either PL or AE.

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RIGHT OF 17AY SECOND CLOSING

'RANSMISSION OPERATING COSTS AE's one-third undivided ownership interest in certain real property, real property easements and real property right of way to be conveyed by PL to AE at Second Closing as described in the form of Deed, at tached.

hereto as Exhibit A, plus AE's one-'third undivided ownership interest in those undivided ownership interests in real property, real property ease-ments and real property right of way as may be conveyed by PL to AE or jointly acquired by PL and AE from time to time pursuant to the terms and conditions as set forth in Article IV, Subpart E of this Agreement.

As defined in Article V of this Agreement.

As defined in Article VI, Subpart A,

of this Agreement.

(End of Article I)

A.

At Second Closing PL shall sell and convey and AE shall purchase and accept.

the following:

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1.

The Right of Nay, as it exists at Second Clos-ing, under and subject to the terms, conditions and restrictions fully set forth.in the form of Deed attached hereto as Exhibit A.

2.

The sole ownership of Line Project and Line 4

Additions (as herein defined in this Article II, Subpart D).

B.

AE shall pay the Purcha'se Price to PL.

PL shall execute, acknowledge and deliver to AE the Deed, the form of which is

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attached hereto as Exhibit A, in which AE shall join as Grantee.

C.

PL shall exe'cute, acknowledge and deliver the Bill of Sale, substantially in the form of Exhibit B, attached hereto and made a part hereof, in which AE shall join as pur-chaser.

D.

Line Project shall include the property listed. on Exhibit E, attached hereto and made a part hereof, which was acquired by PL prior to Closing.

Any property included in Line Project, if not physically located on the Right of

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Nay must be specifically designated by PL as being part of Line Project, provided that all property required for the construction and operation of the Line shall be so designated by PL.

Line Additions shall include the property listed on Exhibit E, which was acquired by PL during the period beginning at Closing and endi'ng at Second Closing.

Any property included in Line Additions, if not physically located on the Right of Nay must be specifically designated by PL as being part of Line Additions, provided that all property required for the construction and operation of the Line shall be so designated by PL.

Line shall include Line Project, Line Additions and all that property listed on Exhibit E, acquired or to be acquired by PL or AE subsequent to Second Closing.

Any property included in the Line acquired subsequent to Second Closing, if not physically located on the Right of Nay must be specifically designated by PL as being part of the Line, provided that all property required for the construction and operation of the Line shall be so designated by PL.

I'End of Article II)

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Article III:

De osit and Pa ment A.

At Closing, AE shall pay to PL, pursuant to the terms set forth in this Article III, Subpart C,

a Deposit on the Pur-chase Price.

The Deposit on the Purchase Price (Purchase Price is defined in Article V of this Agreement) is

$ 1,105,771.35~

which is the sum of the following:

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$ 900,000 as consideration for the Right of Nay, as it exists at Closing.

2.

Plus an amount equal to the Actual Construction Costs incurred by or for the account of PL, during the period which terminated on January 31, 1977.

3.

Plus an amount equal to the Construction Costs which PL estimated were incurred by or for the account of PL during the period February 1,

1977 to February 28, 1977.

4.

Plus an amount equal to the actual Allowance for Funds Used During Construction applicable to the amount set forth in this Article III, Subpart A(2), incurred by or for the account of PL during the period which terminated on January 31, 1977.

5.

Plus an amount equal to the Allowance for Funds Used During Construction applicable to the amount set forth in this Article III, Subparts A(2) and A(3), which PL estimated will be incurred by or for the account of PL during the period February 1,

1977 to February 28, 1977.

6.

Plus interest'n the sum of those amounts set forth in Subparts A(l), A(2), A(3), A(4) and A(5) of this Article III calculated at. the annual rate of 8.255 (using a 360-day year) for the period March 1, 1977 through March 18, 1977.

B.

The Deposit on Purchase Price shall be paid to PL at Closing in immediately available funds, by wire transfer of the said Deposit.

on Purchase Price to PL's account at The First Pennsylvania Bank, N.A., Philadelphia, Pennsylvania, or to any other bank which PL may designate.

C.

On or before March 25,

1977, PL shall notify AE of the actual Construction Costs and the actual Allowance for Funds Used During Construction, for the month of February 1977.

Any difference between the sum of'he actual Construction Costs plus r

the actual Allowance for Funds Used During Construction for the month of February 1977 and the sum of the estimated Construction Costs and. the estimated Allowance for Funds Used During Construc-tion for the month of February 1977 shall be shown on such notifi-cation.

The difference between the actual Construction Costs plus the actual Allowance for Funds Used During Construction and the estimated Construction Costs plus the estimated Allowance for Funds Used During Construction shall be called the Difference.

In the event the Difference is a positive number, AE shall pay said Difference to PL on the tenth day immediately following the day on which AE was notified of such Difference, by wire transfer, of the amount equal to said Difference to PL's account at The First Pennsylvania Bank, N.A., Philadelphia, Pennsylvania or to any other bank which PL may designate.

In the event the Difference is a negative number PL shall pay said Difference to AE on the tenth day immediately following the day on which AE was notified of said Difference, by wire transfer, of the amount equal

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to said Difference to AE '

account at Commonwealth National Bank, Harrisburg, Pennsylvania or to any other bank which AE may designate.

D.

PL represents that it has made available and AE hereby acknowledges that it has reviewed or has had the opportunity to review all records made available by PL relating to estimated and actual (l) Construction

Costs, and (2) Allowance for Funds Used During'Construction which are included in the Deposit on Purchase Price.

PL and AE shall at any time, and in a timely

manner, subsequent to Closing make adjustments as may be neces-sary in the Deposit on Purchase

Price, except that the amount set forth in this Article III, Subpart A(l) shall not be subject to, adjustment.

All adjustments in the Deposit on Purchase Price shall be accounted for as a part of the Construction Costs pur-suant to Article IV of this Agreement in the month in which it is determined that an adjustment is necessary.

There shall be added to each adjustment in the Deposit on Purchase Price interest at the annual rate of eight percent (8;) simple interest based on a 360-day year, computed from Closing until the date adjustment is actually accounted for between the Parties hereto.

E.

No payment made pursuant to the foregoing provisions of this Article III shall constitute a waiver of any right of AE to contest any cost or any adjustment 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 the Line and some other PL facility as "contemplated in this Article III of this Agreement or the mathematical accuracy of any cost or payment required to be made by AE as contemplated in this Agreement, but specifically shall not mean the right of AE to question or challenge the appropriateness, desirability or wisdom of any cost, payment, or expenditure made or incurred for the benefit of the Line.

All payments for Estimated Construction Costs made

= subsequent to Closing and prior to Second Closing, interest for the period March 10, 1977 through March 18,

1977, on Estimated Construction Costs for March 1977, and all settlements of Actual Construction Costs during the period beginning at Closing and ending at Second Closing shall be deemed to be Supplemental Deposits on Purchase Price.

(End of Article III) t il Il I

Article IV:

Construction of Line A.

For the purposes of the construction, maintenance and operation of the Line PL shall be the agent of AE.

B.

Subsequent to Closing, PL shall construct the Line in accordance with the practices and procedures generally employed by PL for such construction, and in accordance with the National Electric Safety

Code, as it may be amended from time to time.

C.

PL shall construct the Line in general accordance with the'lans and specifications as shall be established for the construction of the Line, provided however, PL shall be permitted to alter or amend at any time and from time to time any portion or all of such plans and specifications, provided that said alterations or amendments are made with the intended purpose of improving said Line and/or the facilities and auxiliaries related thereto.'L shall use its best efforts to

'I minimize the cost of the Line, provided that PL shall not reduce or impair the quality. of said Line.

D.

Except as provided for in Article XXXIIIof this Agreement PL shall have the sole and absolute authority and discretion to design and construct the Line.

E.

AE shall pay to PL all Construction Costs of whatso-ever nature associated with the construction of the Line.

AE shall pay to PL all costs incurred in acquisition of Right of Way subsequent to Closing which Right of Nay may be required for the Line.

Such costs 'shall be billed to AE and paid by AE in accordance with billing and payment procedures for Con-struction Costs set forth in Subpart G of this Article IV.

F.

PL shall keep separate accounting and,other records related to the construction of the Line using generally the same accounting procedures and practices followed in constructing similar facilities which are to be owned and used by PL, which accounting procedures and practices shall follow those prescribed by the applicable Uniform System of Accounts of the Federal Power Commission and shall be in accordance

>vith generally accepted accounting principles consistently applied.

G.

PL shall, on or before February 25, 1977 and on or before the twenty-fifth (25th) day of each month thereafter, notify AE 1

of the nature and amount of the Estimated Construction Costs anticipated to be recorded by PL on its accounting books and records during the next calendar month.

AE shall pay to PL at Closing in immediately available funds by wire transfer to PL's account at The First Pennsylvania Bank, N.A., Philadelphia, Pennsylvania, or any other bank which PL may designate, the Estimated Construc-tion Costs for i>1arch 1977 plus interest on said estimated con-struction costs at the annual rate of 8.25:

(using a 360-day year)

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for the period March 10 to March 18, 1977

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AE shall make payment to PL in immediately available funds for all such Estimated Con-struction Costs for April 1977 and for each month subsequent

thereto, and for settlement of Actual Construction Costs as de-tailed below on the tenth (10th) 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.

If any payment is due on any day not a

Business Day it may be made on the succeeding Business Day with-out premium or penalty.

In the aforesaid notification, beginning with April 1977, PL shall notify AE of Actual Construction Costs recorded in the prior month.

Any difference between such Actual Construction Costs and the Estimated Construction 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 or before the twenty-fifth (25th) day of each month and payable on the tenth (10th) day of the next month.

Estimated Con-struction Costs and Actual Construction 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 IV, Subpart G, shall con-stitute a waiver of any right of AE to contest any cost or any adjustment 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 the Line and some other PL facility as

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contemplated in this Agreement or the mathematical accuracy of any cost or payment required to be made by AE as contemplated in this Agreement, but specifically shall not mean the.right of AE to question or challenge the appropriateness, desirability or wisdom of any cost, payment or expenditure made or incurred for the benefit of the Line.

Subsequent to the payment of a bill for Construction 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 Construction Costs shall be accounted for as part of Construction Costs in the month in which it is determined that an adjustment is necessary.

There shall be added to each adjustment to Construction

. Costs required as a result of an error undiscovered for a period in excess of three (3) months, interest at the annual rate of eight percent (So) simple interest based on a 360-day year, computed from the date the bill actually was paid until the date the cost is actually accounted for between the Par'ties hereto.

H. If AE shall fail to pay to PL the Estimated Construction Costs and payments which may be required in settlement of Actual Construction Costs by the tenth (10th) day of each month pursuant to this Article IV, 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 substan-tial borrowers (prime rate) by The First Pennsylvania Bank, N.A.,

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Philadelphia, Pennsylvania, its successors and assigns plus two percent (2:) computed on the basis of a 360-day year.

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

After payment, AE may contest any bill sent by PL to AE for payment.

J.

Except as set forth in Subpart K of this Article IV, costs of a capital nature (which costs would be capitalized pur-suant to PL's normal accounting practices, which practices follow those prescribed by the applicable Uniform System of Accounts of the Federal Power Commission) may be incurred sub-sequent to the time when the Line is in service.

In this event, said costs of a capital nature shall be determined, billed and paid pursuant to the terms and conditions of this Agreement.

K.

In the event PL alters, changes or modifies the Line (whether during initial construction of the Line or subsequent to the date when the Line is in service) to meet.PL standards then in effect with respect to such facilities AE shall be responsible for all costs of a capital nature associated therewith, provided however, that AE shall not be responsible for the costs associated with increasing the power -carrying capabilities of the Line or for other changes which solely benefit PL.

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M.

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

I'End of Article IV)

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Article V:

Closin and Second Closin A.

~Closin Closing of the transaction contemplated herein shall take place at 10:30 A.M. on March'18, 1977, at the office of the National Rural Utilities Cooperative Finance Corporation (CFC), Washington, D.C. or at such other time and place as may be mutually 'agreed upon by the Parties.

2.

At Closing, AE shall pay to PL the Deposit on Pur-chase Price according to the terms and procedures set forth in Article III, Subpart B of this Agreement.

3.

At Closing, AE shall pay to PL the Estimated Con-struction Costs for March 1977 and interest from March 10 through March 18, 1977 on the Estimated Construction Costs for March, 1977 according to the terms and procedures set forth in Article IV, Subpart G of this Agreement.

4.

At Closing, this Agreement shall be placed in a mutually agreeable location for safekeeping.

The Deed, the form of which is attached hereto as Exhibit A and the Bill of Sale, the form of which is attached hereto as Exhibit B, shall be executed by PL and acknowledged by a notary public.

Neither the Deed nor 1

the Bill of Sale shall be delivered to AE, but both the Deed and the Bill of Sale shall. be placed in the same location as this Agreement for safekeeping.

It is specifically understood that no conveyance of real estate and no transfer of any personal or mixed property shall take place at Closing.

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B.

During the period between Closing and Second Closing, AE shall continue to make Supplemental Deposits on Purchase Price equal to the Construction Costs billed according to the terms and procedures as set forth in Article IV of this Agree-ment.

C.

Second Closing shall take place not later than twenty days (20) subsequent, to the satisfaction of the conditions precedent to Second Closing as set forth in Article XV of this Agreement.

1.

The Purchase Price shall be equal to the Deposit on Purchase Price plus the sum of all bills for Supplemental Deposits on Purchase Price rendered by PL to AE and due for payment by AE prior to Second Closing pursuant co the terms A

of this Agreement from the date of Closing to the date of Second Closing.

At Second Closing AE shall pay to PL the dif-ference between the Purchase Price and all monies actually paid by AE to PL pursuant to the terms of this Agreement from the date of Closing to the date of Second Closing.

2.

At Second

Closing, PL shall deliver to AE the Bill of Sale for the Line Project and Line Additions.

At Second Closing, PL shall deliver to AE the

Deed, which was placed in safekeeping pursuant to this Article V, Subpart A(5),

which Deed shall be amended to reflect Right of Nay acquired by PL subsequent to Closing.

(End of Article V) 4 1'

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Article VI:

Transmission 0 eratin Costs A.

AE shall pay Transmission.Operating.Costs to PL each month.

Transmission Operating Costs shall consist of the sum of the following:

1.

Monthly operation and maintenance costs applicable to the Line.

2.

A monthly charge for an allocated portion of opera-tion and maintenance costs of substations used, in rendering transmission service pursuant to the terms of this Agreement to AE and an allocated portion of the costs of load dispatching.

For the purpose of this Article V1, Subpart, A(l), said costs shall be the direct and indirect costs related to the Line determined pursuant to accounting procedures and practices I

prescribed by the applicable Uniform System of Accounts of the Federal Power Commission and in accordance with generally accepted accounting principles consistently applied.

PL shall keep records which will show the costs directly incurred in the operation and maintenance of the Line and clearing and maintenance of Right of Nay and further shall show the super-vision, overheads, general and administrative expenses and taxes,; other than taxes measured on or imposed on income, related to or allocated to the Line.

An equitable allocation of all costs of owning'including depreciation) and operating auxiliary supporting facilities of PL which enure to the benefit of the Line shall be included in said costs.

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For the purpose of this Article VI, Subpart A(2), such monthly charge shall be paid by AE commencing on the date on which the first unit of Susquehanna is placed in commercial operation.

The Parties agree that the monthly charge set forth in this Article VI, Subpart A(2)., applicable to the year 1975 would have been

$ 7,000.

For each calendar year subsequent

thereto, such monthly charge shall be determined as the sum of:

$ 5,250 to be escalated based on the compound increase of all average annual wage increases (including fringe benefits) granted by PL to its union employees since 1975, plus

$ 1,750 multiplied by the ratio of the Handy-Nhitman Index of Total Transmission

Plant, North Atlantic Division as of January 1

of each year to said index as of January 1,

1975.

The Handy-Nhitman Index referred to hereinabove is published by Nhitman, Requardt and Associates, 1304 St.

Paul Street, Baltimore, Mary-land 21202, and the Total Transmission Plant Index for the North Atlantic Division appears in the current publication of the Handy-Nhitman Index in Table 3 on Line 29, attached hereto as Exhibit F.

In the event that the appropriate Handy-Nhitman Index is unavailable when needed, said index shall be estimated by PL and Estimated Transmission Operating Costs and Actual Trans-mission Operating Costs for that month shall be rendered on the basis of said estimate.

Nhen said index is available, PL and AE shall adjust, in a timely manner, all prior bills reflecting the said estimated index.

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B.

In respect of the portion of Transmission Operating Costs set forth in this Article VI, Subpart A(2), for the year 1986 and then for every tenth year thereafter, the Parties shall consider whether the charge as adjusted pursuant to the escala-tion provision is fair and equitable to both Parties.

If either Party decides that said charge is no 1'onger fair and equitable, the Parties shall mutually establish a new charge applicable to the year 1986 and shall also establish a method of escalation for the ten years subsequent thereto.

If the Parties are. unable to mutually establish prior to March 31, 1986 (and on March 31 of each tenth year thereafter) a new 'charge. or a method of escalation as afo'resaid, PL.may file. a.'ite sched'ule for such 'charge with the Federal Power Commission or other bodies having jurisdiction over such matters, with AE retaining the right to protest such rate before said bodies.

C.

PL shall, on or before the twenty-fifth day of each

month, commencing with the month prior to the first month Trans-mission Operating Costs are expected to be incurred, notify AE of the amount of Estimated Transmission Operating Costs antici-pated to be applicable to the next calendar month.

AE shall make payment. to PL in immediately available funds for all such Estimated Transmission Operating Costs and-for settlement of Actual Transmission 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 22>>

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transfer, to PL's account at, The First Pennsylvania Bank, N.A.,

Philadelphia, Pennsylvania or any other bank which PL may desig-nate.

On or be fore the twenty-fifth day of each month beginning with the second month in which there have been Trans-mission Operating Costs, PL shall notify AE of the Actual Transmission Operating Costs recorded in the prior month.

Any difference between the Actual Transmission Operating Costs and the Estimated Transmission 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 Transmission Operating Costs and Actual Transmission Operating Costs shall be accompanied by an account-ing 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 VI, Subpart C, shall con-stitute a waiver of any right of AE to contest any cost or any adjustment 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 the Line and some other PL facility as contemplated in this Agreement or the mathematical accuracy of any cost or payment required to be made by AE as contemplated in this Agreement, but specifically shall not mean the right of AE to question or challenge the

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appropriateness, desirability or wisdom of any cost, payment or expenditure made or incurred for the benefit of the Line.

D. If AE shall fail to pay to PL the Estimated Trans-mission Operating Costs and payments which may be required in settlement of Actual Transmission Operating Costs by the tenth day of a month pursuant to this Article VI, 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 (25)

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

If any payment is due on any day not a Business Day i't may be made on the next Business Day without premium or penalty.

E.

PL shall make available to AE all records and accounts relating to Transmission 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 re-sult of each such audit within ninety (90) days subsequent to the completion or discontinuation of each such audit.

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F.

AE shall make each payment for Estimated Transmission Operating

Costs, and each payment required to be made in settle-ment of actual Transmission Operating

Costs, when due, regard-less 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 paymegt of the amount or portion contested.

G.

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

PL shall update said estimate at least once annually.

H.

Subsequent to the payment of a bill for Transmission Operating 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 Transmission 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 Transmission 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 (8:) simple interest based on a 360-day year, computed from the date the cost actually was paid until the date the cost is actually accounted for between the Parties.

I I

I

,I l

,I.

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

(End of Article VI)

-26<<

Article VII:

Use and En o ment A.

During the term of this Agreement, AE hereby grants to PL the right to use, alter,

change, remove, modify, and in every manner deal with the Line and Right of Nay, as if it were PL's own Line and Right of Nay, subject only to Subpart B of this Article VII.

'\\

B.

In the.event that PL removes, alters,

changes, or modifies the Line in such a manner as to materially reduce the value of AE's 'investment in the Line, then PL shall grant, trans-fer and convey to AE, other transmission facilities (Other Trans-mission Facilities) having a fair market value, substantially equal to the amount by which AE's investment in the Line was reduced as a result of PL's removal, alteration, change or modification as aforesaid.

AE and PL shall mutually select said Other Transmis-sion Facilities, provided that the granting, transferring or con-veying of said Other Transmission Facilities by PL to AE does not or will not interfere with the general business of PL.

C.

Nothing in this Article VII of this Agreement shall be interpreted in such a manner as to reduce the benefits and rights of PL and AE as set forth in this Agreement.

D.

In the event that PL grants, trans fers or conveys Other Transmission Facilities to AE, those facilities plus any 27>>

remaining portion of the Line owned by AE shall collectively thereafter be defined as the Line for purposes of this Agreement, and all of the terms and conditions of this Agreement shall apply with respect to all of the aforesaid property.

(End of Article VII)

I.

ig I

I'

Article VIII: Bulk Power Transmission Service A.

PL shall provide to AE, without charge or cost,

except, as specifically set. forth in this Agreement, a bulk power transmission service for (1) AE's power produced by Susquehanna from'Susquehanna to PL's points of interconnec-tion with other utilities and systems with which AE has arrangements for the delivery of such power for AE; (2) AE's share of power provided for Susquehanna's station use to Susquehanna from PL's points of interconnection with other utilities and systems with which AE has arrangements for the delivery of such power to such points of interconnection; and (3) that power furnished by PL to AE as-may be required to be furnished by PL to AE pursuant to contractual. obligations between PL and AE as may exist as of the date of the execution of this Agreement, from the source of such power on PL's system to PL's points of interconnection with other utilities and systems with which AE has arrangements for the delivery of such power for AE; provided, however, those power quantities.

set forth hereinabove shall be reduced by that percentage as is designated on Exhibit D, attached hereto and made a part, I

hereof.

B.

PL shall provide to AE those bulk power transmis-sion services as set forth in this Article V, Subpart A,so long as AE owns not more than an eleven percent (11-;.)

and not less I.

I I

I'

than a nine percent (9,) undivided ownership interest in Sus-quehanna.

In the event that AE owns more than an eleven percent (ll'o) undivided ownership interest in Susquehanna, PL shall provide the bulk power transmission service as herein set forth only with respect to said eleven percent (ll:) undivided owner-r ship interest.

Bulk power transmission service related to-any AE-interest in Susquehanna in excess of an eleven percent (11:)

interest shall be provided by PL as set forth in this Article VIII, only upon payment by AE to PL of PL's cost of service then in effect'o provide such bulk power transmission

service, including but not limited to a reasonable return on investment, depreciation,

taxes, and operating expenses pursuant to a rate schedule (as may be amended from time to time) which shall be filed with the FPC or with any other body having jurisdiction over such matters.

Such rate schedule shall specifically be subject to Article XXXI of this Agreement.

In the event AE owns less than a nine percent (9:) undivided ownership interest in Susquehanna, PL shall provide the bulk power transmission service for AE as hereinabove set forth, except that AE shall receive an equitable annual financial adjustment (which shall recognize a reasonable return on investment, depreciation,

taxes, and operating expenses with respect to the Line) to reflect the difference between AE's actual undivided ownership interest in Susquehanna and a nine percent (95) undivided ownership interest in Susquehanna.

(End of Article VIII)

'I (g

1 t

Article IX:

0 eration, Mana ement and Maintenance of the Line an

. Rz. t o

1'/a A.

PL shall have the sole and absolute authority and discretion to control, manage, operate and maintain the Line and Right of Nay.

B.

PL shall operate and maintain the Line and Right of Nay in accordance with the normal practices and procedures observed by PL with respect to the operation and maintenance of similar transmission lines and right of way.

(End of Article IX)

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t(

Article X:

Access to Books and Records PL and AE shall have full and complete access at thei.r own costs during normal PL or AE working hours, as the case may be, to any and all contracts, agreements,

books, accounts and records maintained in respect of the Line and Right of Nay at the location where such materials are usually maintained, including but not limited to (1) accounting books and records; (2) environmental statements, studies and reports; (3) health and safety statements,

studies, and reports; (4) engineering statements, studies and reports; and (5) all licen-

ses, permits and applications, and drafts of same, and shall have full and complete

use, at the location where such materials are usually maintained, of said books,

records, statements,

studies, reports,

licenses, permits, and applications, for the purpose of auditing, testing,

studying, copying and exam-ining same.

PL shall supply t'o AE, at AE's request, and without additional cost to AE, one copy of each document (other than as limited by the terms hereof) relating to the Line as is necessary for the reasonable operation of AE.

(End of Article X)

<<32 ~

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I

Article XI:

Re resentations and Warranties A.

AE hereby represents and warrants to PL as follows:

l.

AE is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Penn-sylvania and is duly qualified to conduct business in the Common-wealth of Pennsylvania.

2.

AE has full corporate power and authority to execute and deliver, and to perform its obligations under this Agreement.

3.

The execution, delivery and performance by AE of this Agreement have been duly authorized by all necessary corporate action on the part of AE.

B.

PL hereby represents and warrants to AE as follows:

1.

PL is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Penn-sylvania and is duly qualified to conduct business in the Common-wealth of Pennsylvania.

2.

PL has full corporate power and authority to execute and deliver, and to perform its obligations under this Agreement.

. 3.

The execution, delivery and performance by PL of this Agreement have been duly authorized by all necessary corporate action on the part of PL.

(End of Article XI)

<<33 ~

PL and AE shall cooperate with e'ach other in any and all activities in connection with the Line and. Right of Nay in-eluding, without limitation, the execution and filing of applica-tions 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 the Line and Right of Nay.

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

Nothing in this Article or in any other Article of this Agree-ment shall'e interpreted as obligating PL or AE to act as a guarantor, surety or to provide other security for any finan-cial commitment which the other Party may undertake or obtain.

(End of Article XII)

Article XIII:

Insurance A.

AE shall purchase from an insurer acceptable to PL an All-Risk Builder's Risk Policy for the total value of the con-struction costs of the Line.

This policy shall be in force from a period of ten days prior to the start of the construction of the line until date of commercial use or in-service date of the Line, whichever first.occurs.

PL shall be an additional insured on this policy.

AE shall furnish to PL proof of purchase of an All-Risk Builders Risk Policy ten days. prior to start of construction and furnish to PL thereafter, when available, a true copy of the Policy.

B.

AE shall furnish to PL ten days prior to the start of the construction of the Line proof of their maintaining a

General Liability Policy with limits of liability of at least Bodily Injury coverage and at.least Property Damage

coverage, which coverage shall remain during the useful life of the Line.

(End of Article XIII) 35

Article XIV:

Transfer and Sales Taxes AE shall pay all taxes, and recording charges other than taxes imposed on or measured by income incurred in connection with the conveyance'o AE of the Right of Nay and the Line including any such taxes and recording charges (including but not limited to real estate transfer taxes and sales or use taxes, if any) which may arise with respect, to recording of documents or the mortgaging or imposing of any lien on the property transferred.

PL and AE shall separately bear the costs of taxes which are either imposed on PL or AE as separate entities or are imposed on the separate undivided ownership interests of PL and AE in the Right of 1Vay.

(End of Article XIV)

Article XV:

Conditions Precedent to Closin and Second Closin A.

~Clos in The occurence of each and every condition as set forth below (or the waiver in writing of such condition by PL) as here-in specifically set forth is a prerequisite to Closing.

1.

PL and AE shall have performed or accomplished all their agreements contain'ed herein to be performed or accomplished prior to or at Closing.

2.

This Agreement and Exhibits A and B attached hereto shall have been duly executed and acknowledged in such a manner as shall be required by law and to protect the rights of the Parties thereto and their respective successors and assigns."

3.

PL shall have received from 'Ãi3.liam C. Wise,

Esquire, counsel to AE, or other counsel acceptable to PL, a

favorable opinion addressed to PL in a form acceptable to PL, dated the Closing Date, as to:

(a)

The due organization, valid existence and good standing of AE under the laws of the Commonwealth of Pennsylvania, and its due qualification to conduct business in Pennsylvania.

(b)

The. corporate power and authority of AE to

execute, deliver, perform and observe its obligations under this Agreement.

4.

AE shall have received from Edward M. Nagel, Esquire, General Counsel to PL, a favorable opinion addressed to AE, in a form acceptable to AE, dated the Closing Date, as to:

w37 w

(a)

The due organization, valid existence and good standing of PL under the laws of the Commonwealth of Pennsylvania and its due qualification to conduct busi-ness in Pennsylvania.

(b)

The corporate power and authority of PL to execute, deliver, perform and observe its obligations under this Agreement.

S.'E shall have received from Edward i4. Nagel,

Esquire, General Counsel to PL, an opinion addressed to AE in a form acceptable to AE dated the Closing Date as to the title to Right of Way as it exists at Closing.

B. 'Se'con'd

'Cl'o's'i'n The occurrence 'of each and every condition as set forth below (or the waiver in writing of such condition by PL) as herein specifically set forth is a prerequisite to Second Closing.

1.

The Administrator of the Rural Electrification Administration shall have approved in writing this Agreement.

2.

The Pennsylvania Public Utility Commission (PPUC) shall have approved PL's application with respect to the transactions contemplated in this Agreement.

Such approval shall have been duly issued in a form acceptable to PL and AE and such approval shall have become effective in accordance with r

such terms and conditions as may be therein contained or the PPUC shall have denied jurisdiction over the transaction contemplated herein or therein.

3. If required, the Nuclear Regulatory Commission shall have issued a construction permit, for Line naming PL and AE as co-owners under said permit and said permit shall have been duly issued in a form acceptable to PL and AE and said permit shall have become effective in accordance with such terms and conditions as may be therein contained.

4.

PL and AE shall have performed or accomplished all their agreements contained he'rein to be performed or accomplished prior to or at Second Closing.

5.

This Agreement and Exhibits A and 3 attached hereto shall have been duly executed and acknowledged'in such a manner as shall be required by law and to protect the rights of the Parties thereto and their respective successors and assigns.

Any I

real estate transfer taxes, and recording charges in connection with the execution, recording and filing of the Deed shall have been duly paid in full by AE.

6.

PL shall have received from Morgan Guaranty Trust Company of New York a written release of the interest in Line

Project, Line Additions and Right of Nay to be conveyed to AE hereunder, from the lien of the Mortgage and Deed of Trust, dated October 1, 1945, to Guaranty Trust Company of New York (now Morgan Guaranty Trust Company of New York), as supplemented, and PL shall have delivered a copy of said written-release to AE.

7.

PL shall have received from William C. Wise, Esquire, counsel to AE, or other counsel acceptable to PL, a favorable opinion addressed to PL in a form acceptable to PL, dated the Second Closing Date, as to:

(a)

The due organization, valid existence and good standing of AE under the laws of the Commonwealth of Pennsyl-

vania, and its due qualification to conduct business in Pennsylvania.

(b)

The corporate power and authority of AE to

execute, deliver, perform and observe its obligations under this Agreement.

8.

AE shall have received from Edward M. Nagel, Esquire, General Counsel to PL, a favorable opinion addressed to AE, in a form acceptable to AE, dated the Second Closing Date, as to:

(a)

The due organization, valid existence and good standing of PL under the laws of the Commonwealth of Pennsylvania and its due qualification to conduct business in Pennsylvania.

(b)

The corporate power and authority of PL to

execute, deliver, perform and observe its obligations under this Agreement.

9.

AE shall have received from Edward M. Nagel,

Esquire, General Counsel to PL, an opinion addressed to AE, in a form acceptable to AE, dated the Closing Date as to the title to the Right of Nay as it exists at Second Closing.

10.

AE shall have delivered to PL (i) a letter addressed.to Chemical Bank signed by the President or a Vice President of AE and the Governor of National Rural Utilities Cooperative Finance Corporation authorizing Chemical Bank to cancel the Letter of Credit, dated March 18,

1977, established by Chemical Bank in favor of the National Rural Utilities Cooperative Finance Corporation and (ii) the original of said Letter of'redit.

(End of Article XV)

~

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Article XVI1:

Survival All agreements, covenants,

promises, representations and warranties, surrenders and releases as contained in this Agreement shall survive Closing and Second Closing and shall survive the conveyance of the Right of Nay as set forth in Article II hereof and shall not be deemed to merge with the Deed and conveyance of the Right of Nay and shall survive the delivery of the Bill of Sale, the form of which is attached hereto as Exhibit,B, as it may be amended.

(End of Article XVII)

Article XVIII:

Ame'n'dm'en'ts Any amendment to this Agreement shall not bec'om'e effective until approved'y theAdministrator of the'ural Electrification Administration.

The'ermination Agree'men't by'nd between PL "and AE bearing ev'en date herewi:th shall not'e deemed an amendment to thi;s Agreement requiring as a co'n'dition to its becoming effective the approval of the Administrator of the Rural Electrification Administration.

(End of Article XVIII) 44

A'1 XIX:~C This Agreement may be e'xecuted in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(End of Article XIX)

The validity, interpretation and performance of this 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 XX)

Article XXI:

Benefit of A reement Except as contemplated in Articles'XV and XXVIII of this Agreement, the provisions of this Agreement are for the benefit of the Parties and not for'ny othe'r person'r'ntity.

(End oS Article XXI)

The provisions of this 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 Agree-ment shall remain in full force and effect without regard to the fact that one or several provisions of this Agreement may be determined from time to time to be illegal or unenforce-able; provided, however, that the intention and, essence of this Agreement may still be accomplished and satisfied.

.(2nd of Article XXII)

-48<<

I

Article xxlXI: Failure to Enforce Provisions of this A reement The failure of any Party to insist in any one or more instances upon strict performance of any of the pro-visions of this Agreement or to take advantage of its rights hereunder, shall not be construed as a waiver of any such provision, or the relinquishment of any such rights, but the same shall continue to remain in full force and effect.

(End of Article XXIII)

Article XXIV:

No Delay 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 Agreement, to be due from'AE, shall permit AE to delay or withhold any payment or the performance of any other obligation pursuant to this Agreement except as contemplated in Article IV, Subpart I, of this Agreement.

(End of Article'.XXIV)

I

Article XXV: Alienation 5 Assi nment A.

AE may sell, convey, transfer, assign or alienate (hereinafter collectively referred to as Transfer) all or any portion of its interest in the Line and Right of Nay to any third party upon the following terms and conditions.

In the event AE desires to Transfer any portion or all of its interest in the Line and Right of Nay to any pro-posed Transferee.(other than as security for an indebtedness) and AE shall have received, in writing from said proposed Trans-feree a bona fide offer to accept all or any portion of AE's interest. in the Line and Right of Nay, AE shall within thirty days from the day it receives said written offer, offer to PL that interest in the Line and Right of Nay which said proposed Transferee has agreed to accept upon the identical terms and conditions as that offer received from such proposed Trans-feree.

PL shall have thirty (30) days from the day it receives said offer from AE to accept or reject said offer.

Silence shall be deemed a rejection.

If PL rejects said offer, and thereafter AE elects to Transfer its interest in the Line and Right of Nay to said proposed Transferee, AE must do so upon the identical terms and conditions offered to. PL within three hundred sixty (360) days from the day PL rejected said offer made by AE or within three hundred ninety (390) days from the date PL received said offer, whichever shall first occur.

If AE does not fully and properly execute an agreement of sale

or other transfer agreement and carry out same with said proposed Transferee within three hundred sixty (360) days

.5fter PL rejected said offer, or within three hundred ninety (390) days from the date PL received said offer, whichever shall first occur, AE shall not thereafter Transfer any portion or all of its interest in the Line and Right of Nay to any Transferee without first offering said interest to PL as provided herein.

3.

All notices, offers, and rejections required go be given pursuant to this Article XXV, Subpart A, shall be sent by Certified Nail, addressed pursuant to Articl'e XVI-of this Agreement.

C.

In the event that upon effecting compliance with this Article XXV, AE Transfers (other than as security for an indebtedness) any portion or all of its interest in the Line and Right of Nay AE shall, as a part of such transfer, cause such Transferee to become a party to this Agreement and to assume the obligations of AE hereunder proportionate to the interest of AE Transferred herein.

Each and every term, con-

,dition and provision of this Agreement shall be binding on each and every one of AE's Transferees.

D.

In the event that AE has Transferred (other than as security for an indebtedness) any portion or all of its interest in the Line and Right of Nay each Transferee of AE, and each subsequent Transferee of AE's Transferee (Transferee Entity) which desires to Transfer any portion or all of its

interest in the Line and Right of Nay shall be bound by and comply with the terms, conditions and provisions of this Article XXV, as if each Transferee Entity were AE and the offer required by this Article XXV, Subpart A,shall be made by each Transferee Entity to PL.

E.

PL's rights to purchase all or any portion of AE's or the Transferee's Entities interest in the Line and Right of Nay pursuant to this Article XXV, shall be limited in time to twenty-one years after the death of the last sur-vivor 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 being attached hereto as Exhibit C and made a part hereof.

F.

In the event PL purchases from AE any or all of AE's interest in the Leone and Right of Nay, the bulk power transmission service PL is providing AE as set forth in Article VIII of this Agreement shall be proportionately reduced.

G. If in the event PL purchases from AE any portion or all of AE's undivided ownership interest in Susquehanna, PL must purchase a corresponding portion in the Line and Right of Nay from AE, if AE offers such interest in the Line and Right of Nay to PL, under and subject to the terms and con-ditions as fully set forth in this Article XXV of this Agree-ment.

(End of Article XXV)

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I

Article XXVI: PL's'0 't'i'o'n t'o'Pur'ch'as'e

'thL'i'ne A.

PL may at its option, exercisable on the earlier of the two dates below listed, purchase from AE all or any portion of AE's right, title and, interest of, in and to the Line and Right of Nay at, a cost, equal to the fair market value at the time PL exercises said option.

r B.

PL's option shall be exercisable on the earlier of the following two dates:

1.

Twelve (12) months subsequent to the date on which PL declares that Susquehanna shall no longer be used for the purpose of producing electric energy.

2.

The day of the twenty-first anniversary of 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 being attached hereto as Exhibit C and made a part hereof.

C.

In the event PL desires to exercise its option pursuant to this Article XXVI, PL shall give to AE one hundred eighty (180) days'dvance notice of PL's intention to exercise I

its option.

D.

In the event PL exercises its option pursuant to this Article XXVI, AE and PL shall mutually agree upon an Option Closing Date, which date shall be not longer than ninety (90) days subsequent to the day on which PL exercised its option.

<<54<<

l 5

E I

E.

On the Option Closing Date:

l.

AE shall assign, convey, transfer, alienate and sell to PL free and clear of every lien, mortgage, restriction and encumbrance of any nature.wh'atsoever, those items listed in this Article XXVI, Subpart A,of this Agreement.

2.

AE shall perform all acts of whatsoever nature as may be required by PL to transfer that title to PL as required by Subpart E(l) of this Article XXVI, to those items listed in this Article XXVI, Subpart A, of this Agreement on th'e Option Closing Date.

3.

PL shall pay to AE the purchase price as detailed in this Article XXVI, Subpart A, in immediately available funds upon fulfillment by AE to PL's. satisfaction of the conditions specifically set forth in this Article XXVI; F.

In the event that PL shall not exercise its option on the earlier of the two dates listed in Subpart, B of this Article XXVI, then PL's rights under Article VII of this Agreement shall expire one day subsequent to the earlier of the aforesaid dates.

(End of Article XXVI)

Article XXVII: Default A.

In the event that AE does not pay all costs required to be paid by AE to PL pursuant to Article IV and Article VI of this Agreement, (Default) and such Default con-tinues for a period in excess of ninety (90) days after PL notifies AE of its Default, then PL may, at its option, finish the construction'f the Line, by and for the account "of PL.

In the event PL exercises the aforesaid option, AE shall grant, convey, assign, and transfer unto PL (at no further cost to PL) an undivided ownership interest in the Line so that PL's and AE's undivided ownership interests in the Line shall then correspond to the sums of the Construction Costs expended by each 'Party in the Line.

AE shall, without delay, perform all acts of any nature whatsoev'er as may be required by PL, at AE's own expense, to transfer title to PL to that undivided ownership interest in the Line to be acquired by PL as aforesaid.

'pon Default, PL sha13, in addition to the aforesaid option, be entitled to each and every remedy now or hereinafter provided by law or equity.

B.

Upon Default AE shall be entitled to no bulk power transmission service as provided for in Article VIII of this Agreement until AE pays to PL all sums which should have been paid by AE to PL had Default not occurred plus the minimum commercial lending rate charged to responsible and substantial borrowers by The First Pennsylvania Bank, N.A., Philadelphia, Pennsylvania (prime rate) plus two percent (2:) using a 360-day

year, on all said overdue sums and computed from the day on which AE should have paid to PL the sums required to be paid by AE to PL pursuant to this Agreement until the day AE pays said sums.

PL shall be required to accept, prior to the date on which PL exercises its option, such overdue sums from"AE when. tendered, provided that such sums are tendered together with the required interest as provided in this Article XXVII, Subpart B.

C.

In the event of Default, AE shall be entitled to receive from PL bulk power transmission service for its share H

of energy produced by Susquehanna at the then current cost of service to provide such transmission service, including but not limited to, a reasonable return on investment, depreciation,

taxes, and operating expenses (provided, however, that said cost of service shall recognize 85'o of that investment which AE has made in the Line pursuant to this Agreement) pursuant to a rate schedule (as may be amended from time to time) which may be filed with the 'Federal Power Commission or with any other body having jurisdiction over such matters.

Such rate schedule shall be 'specifically subject to Article XXXI of this Agreement, (End of Article XXVII)

.I

Article XXVIII:

Succ'ess'o'rs','A's's'is'r'ans'fe'r'ees and Grantees This Agreement. shall enure to the benefit of and be binding upon PL and AE and their respective successors,

assigns, transferees and grantees.

(End of Article XXVIII)

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Article XXIX:

Risk Subsequent to the in-service date of the Line, PL N

shall be responsible to all third p'arties for causes of action for personal injuries or property damage to said third parties resulting from the operation of the Line, provided that AE has not in any manner whatsoever directly or indirectly contributed to the occurrence of such cause of action.

gnd of Article XXIX)

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Article XXX:

Recordi'ng At Second Closing this Agreement and all exhibits attached hereto shall be recorded in the office of the Recorder of Deeds of the following Counties in Pennsylvania:

Columbia, Luzerne, Montour,.Northumberland, and Schuylkill. All expenses,

fees, charges and taxes associated therewith shall be paid by AE.

I'End of Article XXX)

Article XXXI: ~Filin If and to the extent that this 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 this Agreement 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, classy.fications 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 to intervene in any proceeding involving such a filing by PL and shall have the right to object to any proposed. change.

gnd of Article XXXI)

Article XXXII: Term o'f t'h'i:sAee'me'nt 1.

This Agreement shall become effective and binding on the Parties hereto on March 18, 1977.

2.

This Agreement shall expire, terminate and become null and void on the earlier of the two dates set forth below:

a.

Thirty-six months subsequent to the date on which PL declares that Susquehanna shall no longer be used for the purpose of producing electric energy.

b.

The day of the twenty-first anniversary of 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 grand'children being attached hereto as Exhibit C-and made a part hereof.

(End of Article XXXII)

<<62-

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Article XXXIII: En ineeri:n Ch'n's b

AE AE may require PL to modify the design and specifi-cations of the Line provided that AE shall be fully responsible

'or all costs of whatsoever nature associated with said modifi-

cations, and AE shall pay for said modifications pursuant to the terms set forth in Article II hereof; provided, however, that PL shall not have to comply with the aforesaid require-ments of AE if said requirements will or may in the judgment of PL a'lter the Line to the detriment of PL.

(End of Article XXXIII) t

Article XXXIV: Pro'r'e's's'Re'o'rts'-'Cos't E'st'im'ates A.

Beginning at Closing and at six-month intervals thereafter, PL shall furnish to AE written estimates (and explanations thereof if in PL's judgment such explanations are necessary to interpret the estimates) of the anticipated Costs of Construction.of'he Line..

B.

Beginning at Closing and at monthly intervals thereafter, until the Line is placed.in service, PL shall furnish to AE progress reports, detailing the extent of construction of the Line and problems, if any, relating to the construction of the Line.

(End of Article XXXIV)

A XXXV: ~C' If in the event that either unit of Susquehanna

\\

commences commercial operation prior to the in-service date of the Line, PL shall provide to AE the bulk power transmission service as set forth in Article VIII hereof, except that AE shall pay to PL the cost of service then in effect to provide such bulk power transmission service including but not limited.

to a reasonable return on investment, depreciation,

taxes, and operating expenses pursuant to a rate schedule (as may be amended from time to time) which shall be filed with the Federal Power Commission or with any other body having juris-diction over such matters',

provided, however, that said cost of service shall recognize that investment which AE has made

,in the Line pursuant to Article II hereof.

Such rate schedule shall specifically be subject to Article XXXI of this Agreement.

This Article XXXV shall not apply in the event that there has been a Default (as defined in Article XXVII hereof) until said Default is cured'y AE.

(End of Article XXXV)

Article XXXVI: Article Headin s Not'o Affect Meanin The.descriptive headings of the various Articles of this Agreement have been inserted for convenience or reference only and shall in no manner mod'ify or'estrict any of the terms or provisions hereof.

(End of Article XXXVI)

<<66>>

Article XXXVII: Best Efforts During the term of this 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 perform its obligations under this Agreement.

(End of Article XXXVII)

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A XXXVIII: ~BA

PL shall use or cause to be used in connection with funds made available to PL by AE pursuant to the terms of this Agreement only such unmanufactured articles, materials, and supplies as have been mined or produced in the United States and only such manufactured articles, materials and supplies as have been manufactured in the United States substantially all from articles, materials or supplies

mined, produced or manufactured, as the case may be, in the United

States, except to theextent that'the Administrator of the Rural Electrification Administration shall determine that such use shall be impracticable or that the cost thereof shall be unreasonable.

(End of Article XXXVIII)

Article XXXIX:

Fu'rt'h'e'r'As'sur'an'ces I

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 Agreement.

(End of Article XXXIX)

Article XL:

Statutes ing:

PL acknowledges that it is familiar with the follow-(1)

The Rural Electrification Act of 1936, as amended; and (2) 18 USCA 287, 18 USCA 874,'18 USCA 1001 and PL agrees to comply with the statutes hereinabove set forth insofar as same are applicable to PL.

PL agrees tnat the obligations of t'e Parties hereunder are subject to the applic-able regulations and orders of governmental agencies having jurisdiction over the Line and Right of Nay.

(End of Article XL)

Article XLI: Historical Si.'tes PL shall not, without the prior approval of the Administrator of the Rural Electrification Administration, use any portion of the funds made available to PL by AE pursuant to the terms of this Agreement to construct any facilities to be used in connection with the Line on or at any site, building, structure or object which site, build-ing, structure or object is included in the National Register of Historic Places, maintained by the Secretary of the Interior pursuant to the Historic Sites Act of 193S and the I

National Historic Preservation Act.

(End of Article XLI)

Article XLII:

Nai:ver'E shall not exercise 'its right under Pennsylvania Statute

1937, June 21, P.L.

1969 Section 4

[15 Purdons St'atutes Section 12404(12)] vith respect to the property of PL 'and PL's successors and assigns related to the Line and Right of )fay.

(End of Article XLII) 72

Article XLIII: ~Sei'et A.

In the acquisition, construction and completion of the Line pursuant to this Agreement, PL shall at all times take all reasonable precautions for the safety of employees on the work and of the public, and shall comply with all applicable provisions of Federal,

State, and Municipal safety laws and building and construction

codes, including, without limitation, all regulatio'ns of the Federal Occupational Safety and Health Administration.

B.

AE may not cancel or terminate this Agreement on the grounds that PL has breached the covenants contained in Subpart A of this Article XLIIIuntil after PL has bee'n'iven (i) notice of such breach, and (ii) a reasonable

'opportunity to correct the circumstances causing the breach; provided, that this provision shall be applied in a manner not inconsistent with all applicable federal, state, and local laws and regu-

lations, and provided further that AE shall not be prevented from exercising all other rights or remedies available to it in law or in equity.for breach of Subpart A of this Article XLIII.

(End of Article. XLIII)

Article XLIV:

Flood Hazard Areas Anything contained in this Agreement to the con-trary notwithstanding, AE shall be under no obligation to advance any funds to PL to finance the construction or acquisition of any building in any area identified by 'the Secretary of Housing and Urban Development, pursuant to the

'I Flood Disaster Protection Act of 1973 (the "Flood Insurance Act") or any rules, regulations, or orders issued to imple-ment the Flood Insurance Act Q'Rules")

as an area having special flood hazards, or to finance any facilities or materials to be located in any such building, or in any building owned or occupied by PL and located in such a flood hazard area, unless the Administrator of the Rural Electrifi-cation Administration has determined, that (1) the area in 1

which such construction or acquisition is located is then participating in the national flood insurance

program, as required by the Flood Insurance Act and any rules and regu-lations issued thereunder; and (2)

PL and AE have obtained

'lood insurance coverage with respect to such building and contents as may then be required pursuant to the Flood J

Insurance.Act and the rules thereunder.

(End of Article XLIV)

Article XLV:

Con ressional Re resentatives PL and AE shall use their best efforts to assure that no member of or delegate to the Congress of the United States be permitted to obtain any special benefit from this Agreement.

Receiving of electric, service on the same terms accorded other PL or AE customers shall not be deemed a

special benefit.

(End of Article XLV)

Article XLVI:

Nonse re ated Paci'1'i't'i'es PL certifies that PL does not maintain or provide for PL's employees any segregated facilities at any of PL's establishments, and that PL does not permit PL's employees to perform their services at any location, under PL's con-trol, where segregated facilities are maintained.

PL further certifies that PL will not maintain or provide for PL's employees segregated facilities at any of its establishments and that PL will not permit its employees to perform their services at any location, under its control, where segre-

, gated facilities are maintained.

PL agrees that a breach of this certification is a violation of Article XLVII of this Agreement.

As used in this certification, the term "segre-gated facilities" means any waiting rooms, work areas, rest-

rooms, washrooms, restaurants and other eating areas, time-clocks, locker rooms and other storage or dressing

areas, parking lots, drinking fountains, recreation or en'ter'tain-ment areas, transportation, and housing facilities provided for PL's employees which are segregated solely on the basis of race, color, religion, or national origin either by explicit directive or in fact.

PL agrees that (except as the certifi-cation set forth in this Article XLVI from proposed subcon-tractors) that PL will obtain certifications substantially the same as the certification set forth in this Article'LVI from subcontractors prior to the award of subcontracts entered into subsequent to Closing exceeding

$ 10,000.00 in relation to the Line which subcontracts are not exempt from the provisions of this Article XLVI of this Agreement.and that PL will retain such certifications in its files.

(End of Article XLVI) 77>>

Article XLVII:

E ual 0 ortunit Clause 0

During the performance of those parts of this Agree-ment relating to the construction by PL of the Line or any additions, betterments, replacements or improvements thereto, PL agrees as follows:

1.

PL will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin.

PL will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their'ace, color, religion, sex or national origin.

Such action shall include, but not be limited to, the following: 'mployment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

PL agrees to post in conspicuous

places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this Equal Opportunity Clause.

2.

PL will, in all solicitations or advertise-ments for employees placed by or on behalf of PL, state that all qualified applicants will receive consideration for employ-ment without regard to race, color, religion, sex or national origin.

>>78-

3..

PL will send to each labor union or representa-tive of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers'epre-sentative of PL's commitments under this Article and PL shall post copies of the notice in conspicuous places available to employees and applicants for employment.

4.

PL will comply with all provisions of Executive Order No, 11246 of September 24,

1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

5.

PL will furnish all information and reports required by Executive Order 11246 of September 24,

1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and PL will permit access to PL's

books, records, and accounts by the administering agency and by the Secretary of Labor for purposes of investigation to ascertain compliance with said rules, regulations, and orders.

6.

In the event of PL's noncompliance with this Equal Opportunity Clause of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be cancelled, terminated, or suspended in wh'ole or in part and PL may be declared ineligible for further 'G'overnment I

contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order No.

11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in said Executive Order No.

11246 of September 24, 1965 or by rule, regulation,

or order by the Secretary of Labor, or as otherwise provided by law.

Provided, however, it is agreed that this Agreement will not be cancelled or terminated for reason of noncom-pliance by PL with Executive Order 11246 of September 24, 1965,. except in accord with the implementing regulations of the Department of Labor 41 CFR Chapter 60, including attempted resolution by informal means and opportunity for hearing as mandated by Sections

301, 302 and 209 of Executive Order NO. 11246 of September 24, 1965.

. 7.

PL will include. the words "During the performance of this contract, the contractor agrees as follows":

Followed by the provisions of Subpart

('.1) through

('7) of this Article XLVII in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant 'to Section 204 of Executive Order 11246 of September 24,

1965, so that such provisions will be binding upon each subcontractor or vendor.

PL will take such action with respect to any subcontract or purchase order as the adminis'tering agency may.direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event PL becomes. involved in, or is threatened with, li.tigation by a subcontractor or vendor as a result of such direction by the administering

agency, PL may request the United States to enter into such litigation to protect the interests of the United States.

80-

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8.

For purposes of this Agreement, the term "this Agreement" as used in Subpart (6) hereof shall mean those parts of this Agreement relating to the construction by PL of the Line, or any additions, betterments, replacements or improvements thereto.

(End of Article XLVlI)

Article XLVIII: Environment A.

PL shall comply in respect of the Line and Right of Nay with (1) applicable water and air pollution con-trol standards and other environmental requirements imposed by federal or state statutes or regulations, and (2) the provisions of any Environmental Impact Statement issued by the United States. of America pursuant to the National Environmental Policy Act.

PL shall take all steps necessary to assure that all actions undertaken pursuant to this Agreement by PL or entities specifically performing services for PL are in compliance with the provisions of this Subpart A of this Article XLVlII.

B.

PL warrants, to. the best of its knowledge, that as of the Closing, the Line and Right of Nay are in full com-pliance with Subpart A of this Article XLVIII.

C.

In the

event, PL fails to comply with the require-ments of Subpart A of this Article XLVIII, AE shall not be entitled to terminate or cancel this Agreement if all three of the following conditions are satisfied;

however, AE reserves for itself all other rights at law, equity or otherwise, to remedy a breach by PL of the terms and conditions of this Article XLVIII.

1.

The items which are not in compliance with Subpart A of this Article XLVIII ar'e immaterial; 2.

PL is making reasonable effort to correct the items which are not in compliance with Subpart A of this Article XLVIII; and 82

3.

The United States is not prevented'y any

statute, order or regulation from making or approving a loan or loan advance to. AE with respect,to Susquehanna be'causeof the specific items which are not in compliance with Subp'art A

of this Article XLVIII; and provided further, that PL 'res'eives for itself all rights at law, equity or otherwise, to challenge any attempt by AE to terminate or cancel this Agreement pursuant to this Article XLVIII or in the event that AE attempts to use any remedy which AE reserved for itself pursuant to this Article XLVIII, Subpart C, to remedy a breach by PL 'of'he terms and conditions of this Article XLVII'I and, further, PL shall be permitted to enter and use any defense, countercl'aim or set-off in the event, tha't AE attempts to terminate or'ancel this Agreement.

(End of Article XLVIII) 83

l I

IN WITNESS WHEREOF, the 'Parties hereto hive 'duly executed this Transmission Agreement in Washington, D.

C.

on the 18th day of March,'977.

PENNSYLVANIA POWER 5 LIGHT COMPANY By:

Attest:

4884.

Sg0peg~~gg ALLEGHENY ELECTRIC COOPERATIVE, INC.

By:

Attest:

~lg 84

COMMONWEALTH OF PENNSYLVANIA

)

r COUNTY 0$

/

On this, the y '

day of.>~'-~~<~',

1977, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared-y-'.'!y 6.. ~e'~~ '/

who acknowledged himself to be theD>.r'"-<<~'.+~-'-"6>~"-~~gof a Pennsylvania 7

~

~

d h

h h.~Py b ',g'".

authorized.to'o so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation byh'f,,:.

p/-'N WITNESS WHEREOF, I hereunto set my hand and official seal.

c.

..>)

c. C<<<<s ~

NOTARY PUSLIC Allentown, Lehlgh County, Pennsylvanfa MyCommission Expires June 6, 1977 otary Pu lic Pennsylvania My Commission Expires:

COi~KONNEALTH OF PENNSYLVANlA

)

COUNTY OF On this, the IP day of ~o <'~,

1977, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared 7

who acknowledged himself to be the Run.i~+

of

> "c4--

"c<4'

~c.~

<~M~

J

-s a Pennsylvania corporatson, and that he as such bein authorized to. do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as l~>~~

lN WITNESS WHEREOF, I hereunto set my hand and official seal.

Notary Public Pennsylvania My Commission Expires:

NOTARY pUnL/C My Commission Expiros January i5. 1979 Harrisburg, Po.

Dauphin County

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I!('

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I

EXHIBIT A DEED CONVEYING INTEREST IN RIGHT OF WAY EASEMENTS.

THIS INDENTURE dated as of the'3.6th day of March, 1977 by and between PENNSYLVANIA POWER 6 LIGHT COMPANY, a corporation organized and existing under the laws of the Commonwealth. of-Pennsylvania. (heieinafter referred to as "Grantor" ), and ALLEGHENY ELECTRIC COOPERATIVE, INC., an electric cooperative corporation, organized and existing under the laws of the Commonwealth of Pennsylvania (hereinafter referred to as "Grantee" ),

WITNESSETH, that. Grantor for and in consideration of the sum of Nine Hundred Thousand and 00/100 Dollars

($ 900,000.00) lawful money of the United States, the receipt whereof is hereby acknowledged, has granted, bargained, sold and.conveyed and by these presents does grant, bargain, sell and convey unto Grantee, its successors and assigns, as a tenant in common with Grantor (which. retains an undivided two-thirds interest in'he 'real prop-erty which is the subject of the interest conveyed. hereunder),

an undivided one-third interest in all of Grantor s estate, right<

title and interest in and to the following real property:

ALL THOSE CERTAIN easements and tracts of land situate in various townships in Northumberland, Montour, Columbi'a and Luzerne Coun-.

4I el ties, Pennsylvania, which are identified in Appendix A attached hereto and made part hereof.

EXCEPTING AND RESERVING to Grantor, its successors and assigns, all of the existing 230 KV electric transmission facili-ties presently located upon the aforesaid real property, including without limiting the generality of the foregoing all foundations, towers, poles, conductors, and'ther equipment of any kind wha so-.,

ever. It is agreed that the aforesaid real property shall be used

ii.

IN

~

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for purposes of (i) said 230 KV electric transmission line, (ii) a proposed 500 KV transmission line to be owned by Grantee and constructed on said real property, and (iii) such other facilities of Grantor as Grantor may at any time place or replace thereon, to the extent permitted by Grantor's present rights and easements referred to in Appendix A hereto, but without disturbing the rights of Grantee with respect to said, proposed 500 KV transmis-sion line; provided, however, that on the easements or tracts 4

identified as Nos.

172.1 through 188 in Appendix A hereto, Grantor shall have the right to install conductors for a 500 KV transmis-a sion line owned by Grantor, upon the structures supporting said 500 KV transmission line owned by Grantee.

Said facilities to be hereafter constructed as mentioned in clauses (ii) and (iii) aforesaid shall be deemed personal property, and may be freely removed and replaced from time to time by the party for whose benefit the same is constructed.

UNDER AND SUBJECT to the following:

(1) all rights of Grantor as set forth in the Transmission Agreement of even date herewith between Grantor and Grantee, intended to be recorded in the offices of the hecorders of Deeds of the aforesaid

Counties, (2) the covenant, waiver, surrender and release hereinafter set forth> and ('3)'ll leases, easements, restrictions and other encumbrances now of record..

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

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The following covenant, waiver, surrender and release is hereby entered, into by and between the parites hereto as tenants in common, namely, that the aforesaid real property and appurtenances, including the.undivided two-thirds interest, therein of Grantor as a tenant in, common, shall not, during the period hereinafter specified, be subject to any partition or sale for division, ei:ther 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,'urrender and release (1) shall be binding upon and inure to the benefit.of each such tenant in common and its respective successors and assigns, and the mort-

gagees, 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 effective during the period commencing with the date of the delivery. hereof and continuing after the completion and commencement of the opera-tion in the public service of Units 51 and 52 of the Susquehanna Steam Electric Station during the useful life of said Units Il and N2 of said station for the generation of electric energy, and for 12 months thereafter, except that if ay any one or more times during the said period all tenants in common then owning undivided interests in the aforesaid real property, by appropriate instru-ment executed and delivered by all such tenants in common (with the consents of or releases of lien by the holders of all mort-gages which are liens upon the interests of the respective tenants in common)., shall dispose of and convey and portion thereof or interest therein, said covenant,'aiver, surrender and release

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

I I

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such portion or interest so disposed of and conveyed, but shall nevertheless remain effective during the aforesaid period with respect to the balance of said real propetty not so disposed of and conveyed; and (3) shall not, and is not intended to, prohibit or limit in any way the right of e'ach tenant in common at any time owning an undivided interest in said real property, 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 4

covenants and agrees to and with Grantee, its successors and

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

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.

Grantor hereby assigns to Grantee, its successors and

assigns, an undivided interest, as aforesaid, in all righty title and interest or Grantor with,respect to all covenants and warranties by others heretofore given or made in respect of the I

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 MAY NOT SELL, CONVEY, TRANSFER, INCLUDE OR INSURE THE TITLE TO THE COAL AND RIGHT OR SUPPORT UNDERNEATH

I I

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THE SURFACE LAND DESCRIBED OR REFERRED TO HEREXNi AND THE OWNER OR OWNERS OF SUCH COAL MAY HAVE THE COMPLETE LEGAL RIGHT TO REMOVE ALL OF SUCH COAL ANDf IN THAT CONNECTION g DAMAGE MAY RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE g BUILDING OR OTHER STRUCTURE ON OR IN SUCH LAND.

THE INCLUSION OR THIS NOTICE DOES NOT ENLARGEi RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE CREATED'RANSFERRED g

EXCEPTED OR RESERVED BY THIS INSTRUMENT ~

IN WITNESS WHEREOF, Grantor has caused its corporate seal to be hereto affixed and these presents to be signed, in

"'ts 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 authorized officers, all a's of the day and year first above written.

.PENNSYLVANIA POWER 6 LIGHT COMPANY By'ttest:

Secretary ALLEGHENY ELECTRIC COOPERATIVE, INC.

By Vice President Attest:

Secretary

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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 a of PENNSYLVANIA POWER 6 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.

COMMOWaEALTH 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 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.

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

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 WITNESS my hand this day of March, 1977.

ALLEGHENY ELECTRIC COOPERATIVE i INC.

l

toe.

GRANTOR R/W OR EN FEE NORTEDSERLAND COUNTY AGMZ~

DATE APPENDIX A RECORDED UP~ AUGUSTA TOWNSHIP Raymond. A. Bahner

&; Gussie K., his wife G. Edward Shock

&: Alice B., his wife WER AUGUSTA TOWNSHIP G. Edward. Shock

&, Alice B., his wife

. CKEFELLER TO'rViSHlP G. Edward Shock

&, Alice B., his wife James K. Baumbach

&, Pauline G., his wife Joseph A. Wallen

&: Ruth M., his wife Carton L. Comfort 8c Gladys J., his wife Grace M. Roadarmel

&: John R., her husband.

Noble R. Henninger 8c Margie L., his wife Clement M. Brown

&: Iva M., his wife John Garinger Daniel A. Tressler

&, Flo ence R., his wife Melvin K. Reader

&, Nancy E., his wife Theodore Shipe Robert L. Bingaman 5 Lois N., his wife Russell F. App

&, Christobel, his wife See Doc 19 Frank P. App, et al Nevin R. Garman Ec Darlis, his wife Edward W. Whitmer

&, Gladys P., his wife Reginald Charles Schofield, Charles R. Hackenberg Ec Blanche l., his wife R/W R/W R/W R/W R/W R/W R/W

'/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W 7-21-64 Vol 15, Pg 36 6-26-64 Vol 15, Pg 238 6-26-64 Vol 15, Pg 238 6-26-64 Vol 15, Pg 238 8-li64 8-6-64 Vol 15, Pg 199 Vol 15, Pg 581 7-28-64 Vol 15, Pg 208 7-X,-64 Vol'15, Pg 211 6-25-64 Vol 15, Pg 223 7-1-64 Vol 15, Pg 202 7-6-64 7-1-64 Vol 15, Pg 232 Vol 15, Pg 235 8-11-64 Vol 15, Pg 205 7-7-64 Vol 15, Pg 193 7-7-64 7-7-64 Vol 15; Pg 196 Vol 15, Pg 220 7-11-64 Vol 15, Pg 371 7-21-64 Vol 15, Pg 359 7-8-64 Vol 15, Pg 428 7-2-64 Vol 15, Pg 217 12-22-64 Vol 15, Pg 242

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OC.

O.

OCKMEL~ TOWilSHIP GRANTOR

. R/W OR IN FEE

'NORTHUMBERLAND COUiN'T AGMT.

DATE APPENDIX A RECORDED Robert H. Lawrence

&, Mildred N., his wife 8

Blanche B. Berger Paul L. Wolfe

&: Doris A., his wife 0

Henry W. Ross

. VfOKIN TOWNSHIP 30 Henry W. Ross 1

Harvey D. Klase A. Norman Dietrick & Dorothy >>., his wife Pearl S. Hollenbach 8c John A., her husband,

'arley J. Ross

&, Margaret I., his wife BOROUGH OF SNYDERTOWN Russell J. Fox, et al SHAMOKIN TOWiNSHIP Freeman W. Furman 8o phoebe, his wife Franklin H. Hoy 8 Edna L., his wife See Doc 36 ROUGH OF SNYDERTOWN 39

'ordon J. Hallman 8: Laura F., his wife OKIN TOWNSHIP Robert 0. Wilhour & Helene T., his wife

. OUGH OF SNYDERTOWN Ray I. Swank

& Annie N., his wife

-HAMOKIN TOWNSHIP William B. Tasker 8:.Mary, his wife R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W 7-18-64

. Vol 15, Pg 513 7-13-64 Vol 15, Pg 335 7-10-64 Vol 16, Pg 66 7-10-64 Vol 15, Pg 446 7-10-64 Vol 15, Pg 446 7-17-64 Vol 15, Pg 356 10-5-64 Vol 15, Pg 214 8-1-64 Vol 15, Pg 229 8-20-64 Vol 15, Pg 443 8-20-64 Vol 15, Pg 344 8-15-64 Vol 15, Pg 350 7-31-64 Vol 15, Pg 368 7-31-64 Vol'5, Pg 362 7-6-64 Vol 15, Pg 365 7-20-64 Vol 15, Pg 347 8-22-64 Vol 15, Pg 353

GRANTOR OUGH OF SNYDERTOWN R/W OR IN FEE NORTHUMBERL4%) COUNTY AGMT.

DATE APPENDIX A RECORDS)

Wal er J. Emerick 8: Shirley Mae, his wife William R. Clark Ec Carrie M., his wife OKZN TOWNSH:P Joseph L. Frey 5 Mary E., his wife William Howard. Clark 84 Dawn G., his wife See Doc 45 See Doc 46 R/W R/W R/W R/W 10-5-64 Vol 15, Pg 341 6-24-64 Vol 15, Pg 338 6-30-64

- Vol 15, Pg 572 7-24-64 Vol 15, Pg 416

~ It OUGH I

OF SNYDrZTOWN William Howard Clark 8: Dawn G., his wife See Doc 45 See Doc 46 R/W 7-24-64 Vol 15, Pg 416 54 OKIN TOWNSHIP Pearl Miller Clark Earl S. Bohner

&, Yertha J., his wife Philadelphia Reading Railroad Company M. E. Wallace Company Emma E. Snyder 8 Mary E. Aucker Carl F. Yarsky 8: Mary B. Yarsky H TOWNSHIP C. R. Prutzman, et al.

Percy C.

Swank Michael J. Doraski 8: Nellie, his wife William A. Lawrence Zc Isabelle C., his wife Char'es M. Scheetz 8: Regina M., his wife R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W 7-28-64 Vol 14, Pg 269 10-3-64 Vol 15, Pg 510 11-12-64 Vol 15, Pg 522 11-25-64 Vol 15, Pg 40 7-13-64 Vol 15, Pg 578 7-8-64 9-8-64 Vol 15, Pg 419 Vol 15, Pg 434 8-18-64 Vol 15, Pg 455 7-13-64 Vol 15, Pg 516 11-21-64 Vol 15, Pg 519

I:

APPENDIX A

.iO.

GRANTOR R/W OR ZN FEE NORTHUlSERLAND COUNTY AGMT.

DATE RECORDED RUSrl TOWNSrIEP Randall C. Bartges

& May L., his wife Bertha Romanowski Oliver Perry Rothermel

& Esther, his wife Donald L. Savidge

& P. Marjeane, his wife Williem B. Delbo & Glenene R., his wife Williem Fisher

& Anna W., his wife Doris Yvonne Blue & Earl L., her husband, Edward R. Ker & Shirley M., his wife William J. Mutchler & Mary C., his wife George Bonetti & Alma Harold. L. Hart & Eleanor, his wife L o Girardi George Edgar Roadarmel 'state MONTOUR COUilTY YBERRY TOWNSHEP Leo Girardi George Edgar Roadarmel Estate William L. Roadarmel 8 Marion R., his wife Bessie P. Reed John L. Campbell & Julia P.

> his wife See Doc 73 Anthony A. Abraczinskas

& Anna R., his wife Simon Wesolowski & Margaret, his wife S anley Hummer & Dorothy H., his wife Stanley Bialecki & Sophia, his wife R/W R/W R/W R/tl R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W 10-10-64 Vol 15, Pg 332 11-27-64

'Vol 15, Pg 440 10-8-64 Vol 15, Pg 449 8-12-64 Vol 15, Pg 452 8-8-64 8-4-64 Vol 15, Pg 458 Vol 15, Pg 422 7-23-64 9-28-64 4-5-65 Vol 15, Pg 431 F

Vol 15~

Pg 425 Vol 16, Pg 226 9-28-64 4-5-65 DB 80, Pg.

162 Vol 15, Pg 425 DB 81~

Pg, 303 Vol 16, Pg 226 12-7-64 Book 80, Pg 66 8-20-64 Book 80, Pg 60 10-12-64 Book 80, Pg 63 9-15-64 Book 80, Pg 299 8-15-64 Book 80, Pg 57 8-22-64 Book 80, Pg 165 8-10-64 'ook 80, Pg 69 7-22-64 Vol 15, Pg 410 7-15-64 Vol 15, Pg 575 7-22-64 Vol 15, Pg 437 7-16-64 Vol 15, Pg 413

APPENDIX A

)DOC.

NO.

<<AYBZBY TOWNSH1P GRANTOR 1'.ONTOUR COUNTY R/W OR 2f FEE AGhfZ.

DATE RECORDED Maxi Manufacturing Company COLUt&TA COUNTY R/W 8-25-64 'ook 39, Pg 983 Book 40, Pg 157 Book 81, Pg 359 82 83'iiKZf TOWNSHIP Maxi Manufacturing Company Newton M. Vought Estate 8c Charles

&, Sarah Woodruff Estate Lorenzo L. Fetterman 8c Mildred. C., his wife R/W R/W R/W 8-25-64 Book 39, Pg 983 Book 40~

Pg 157 Book 81, Pg 359 4-5-65 Book 39~

Pg 1031 Book 40, Pg 135 8-27-64 Book 39, Pg 817 Book 40, Pg 139 Adali C. Rohrbach 0 Hazel A., his wife R/W 9-2-64 Book 40, Pg 132 0

92 See Doc 83 Sue t4. Miscannon Myra H. George Krum Brothers, Partnership Ralph J. Getty Ray S.

Adams 5 Erma L., his wife Carrie A. Rhodes Jos.

T. Reeder k Elma R., his wife Warren N. Shuman, et. al.

Paul Smoczynski, et.al, Xra Breech 8c Cora, his wife Neil V. Levan

&: hery, his wife Wilson W. Hauntzelman 8c Edna L., his wife R/W R/W R/W R/W

'/W R/W R/W R/W R/W R/W R/W R/W 9-8-64 1-5-65 1-8-65 9-1-64 9-1-64 Book 39, Pg 813 Book 39, Pg 990 Book 39, Pg 1057 Book 39, Pg 1025 Book 40, Pg 13 9-24-64 Book 40, Pg 16 9-9-64 Book 39, Pg 825 8-31-64 Book 39, Pg 819 9-10-64 Book 39, Pg 809 8-28-64 Book 39, Pg 974 9-24-64 Book 39, Pg 980 9-15-64 Book 39, Pg 993

k l

OC.

'0.

<ATAWZSSA TO'wTSHIP GR43TOR COLLEGIA COU'1 '/W OR LV FEE AGMT.

DATE APPENDIX A RECORD-D Neil V. Levan 8c Mary, his wife R/W 9-1-64 Book 40, Pg 13 100 02 03 fal foe

'09 Wilson W. Hauntzelman 8: Edna L., his wife Gerald. H. Johnson Zc Sara, E., his wife Walter C. Napierski 8: Stella A., his wife J. L. Rider 4 Pearl M., his wife Roy'. Drumheller 8: Louene E., his wife Henry Leighow 5 Charlotte, his wife Dorothy E. Troy,.et al 4

The Municipal Authority of the Borough of Catawissa Paul B. Leighow 8c Kathryn, his wife Minnie Pohe Creasy Pennsylvania Game ComMssion Hiram R. Hershey 8c Dorothy K., his wife Philadelphia Reading Railroad. Company R/W R/W R/W R/W R/W R/W-R/W R/W R/W R/W (Lic.) R/W R/W 9-24-64 Book 40, Pg 16 9-24-64 Book 40, Pg 129 11-17-64 Book 40, Pg 150 10-15-64 Book 40, Pg 337 1-21-65 Book 40, Pg 363 7-23-65 4-29-65 Book 40, Pg 29 11-3-64 Book 39, Pg 964 9-29<<64 Book 40, Pg 19 9-21-64 Book 39, Pg 971 9-29-64 Book 39, Pg'967 9>>21-64 Book 40, Pg 32 Xiii TONHSHEP Sarah W. Thomas Louis J. Karas, et al R/W R/W 10-15-64 Book 40, Pg 169 10-20-64 Book 40, Pg 221 P2 1 13 115 fl7 Pennsylvania Railroad Company

0. Roy Gordon, et al Ray H.

Shuman 8c Evelyn H., his wife Lynn Posey 8c Anna, his wife Mildred, D. Vought Albert S. Schutz Bc Helen,. his wife R/W R/W R/W R/W R/W 10-16-64 Book 40, Pg 576 10-20-64 Book 40, Pg 163 12-15-64 Book 39, Pg 1028 10-24-64 Book 40, Pg 175 12-7-64 Book. 40, Pg 166 I

gc.

TOWNSHIP GRANTOR COLUMBIA COUNTY R/W OR AGMT.

DATE APPENDIX A RECORDS) fc 121 123 a~

Homer E.

Shuman 8c Jennie E., his wife Norman J.

Simmons, Jr.

8 Ruth H., his wife See Doc 118 Edith E. Diehl

=Lucele Crouse Slusser 8c Ambrose D., her husband Osca S.

Johnson

&: Mary H., his wife Norman J.

Simmons, Jr.,

8c Ruth H., his w'fe Mary C. Rhodes See Doc 123 Robert C. Bronson 8c Audrey H., his wife Henry W. Mathieu, Jr.

8c Marie.H., his wife R/W R/W R/W R/W R/W R/W R/W R/W R/W 11-17-64 Book 40, Pg 207 10-19-64 Book 40, Pg 284 10-20-64 Book 40, Pg 210 10-28-64 10-21-64 Book 40, Pg 172 f

Book 40, Pg 204 10-19-64 Book 40, Pg 281 10-21-64 Book 40, Pg 213 11-4-64 Book 39, Pg 1019 1-15-65 Book 40, Pg 201 rLIN TOWNSHIP 132 m~

137 Allen Parr 8c Mildred, his wife Raymond, A. Breach 8'c Elsie M., his wife Kenneth W. Snyder

&; Althea H., his wife Ray E. Huntington

&, Myrtle M., his wife Charles W. Houck 8'c Sarah S., his wife Stella I. Knecht Marco Mitrani 8c Louise, his wife Arthur M. Gruver Roland B. /filler Fred T. Aten 8'c Inez, his wife Carl D. Shaffer 8c Odra, his wife Robert F. Hoagland 8c Esther, his wife R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W R/W 1-9-65 Book 40, Pg 123 2-3-65 Book 40, Pg 391 1-11-65 Book 40, Pg 325 10-23-64 Book 40, Pg 340 11-20-64 Book 40 Pg 309 10-19-64 Book 40, Pg 154 12-16-64 Book 40; Pg 126 11-28-64 Book 40, Pg 144 10-19-64 Book 40, Pg 147 10-21-64 Book 40, Pg 141 12-15-64 Book 39, Pg 987 1-15-65 Book 40, Pg 224

APPENDIX A C ~

FLZi TOWNSHIP GRANTOR R/W OR COLUtGAIA COUNTY AGMT.

DATE RECORDED

'41I

'3 146 L7 0

151 I2 Michael Defebo

&c Amelia, his wife William M. Comstock

&c Anna Mary, his wife George DiFebo

&c Roxine, his wife James F. Magee,&: Arlene R., his wife Wilbur H. Knecht Estate Robert C. Chapin 8: Hazle Mae, his wife Thomas E. Wilson 8: Helen A., his wife Stephen J. Knelly 8 Allie May, his wife Arthur E. Andreas

&c Leola I., his wife Lyle White Donald. S.

Lamon

&: Joan, his wife The Susquehanna Valley Beagle Club James Cusatis

&: Concetta, his wife Glenn E. Miller &: Sarah J., his wife David E. Zanoline

&: Clara T., his wife LUZERNE COUsiY R/W R/W R/W R/W R/W R/

R/W R/W R/W R/W R/W R/W R/W R/W 12-10-64 Book 11-17-64 Book 40, Pg 272 39, Pg 1022 1-8-65 Book 40, Pg 328 11-24-64 Book 40, Pg 198 5-3-65 Book 40, Pg 331 12-22-64 Book 40, Pg 334 1-4-65 Book 40, Pg 275 11-30-64 Rook 40, Pg 278 12-17-64 Book 40, Pg 312 11-18-64 Book 40, Pg 322 11-9-64 Book 40, Pg 319 1-21-65 Book 40,'g 315 11-11-64 Book 40, Pg 35 11-9-64 Book 39, Pg 977 11-9-64 Book 40, Pg 431

-Book 1574, Pg 1185

ESCOPECK TOWNSHIP David E. Zanoline

&c Clara T., his wife Roy W. Densberger

&: Frances A., his wife Commonwealth Land, Coal and, Iron, Inc.

Frank Moser

&: Phebie, his wife Katherine C. Drasher R/W R/W R/W R/W R/W 11-9-64 Book 40, Pg 431 Book 1574, Pg 1185 12-4-64 Book 1567, Pg 830 7-12-65 Book 1583, Pg 759

.11-24-64 Book 1574, Pg 1181.

11-30-64 Book 1574, Pg 1196 APPENDIX A Icc.

SCOPECK TGBlSHXP GRANTOR LUZ"KX~ COURTLY R/W OR Ql FEE

AGPZ, DATE RECORDED

-l.65L Mary A. Foster Estate Peter Yudiski Floyd. W. Paden gc Edna M., his wife Stephen Yudiski & Fern, his wife Walter Yudiski &, Carol, his wife Michael Godleski

&, Mary, his wife Ray W. Paden 8c Minnie, his wife Charles E.

Heckman R/W R/W R/W R/W R/W R/W 5-10-65 Book 1571, Pg 96 2-27-65 Book 1573, Pg 570 12-1-64 Book 1573, Pg 582 3-11-65 Book 1573, Pg 594 2-27-65 Book 1574, Pg 1177 2-18-65 Book 1574, Pg 26 11-24-64 Book 1574, Pg 1173 11-7-64 Book 1574, Pg 1169 o8 PP8cL Co. formerly E. Floyd. Seely 8c Laura M.

Zn Fee 10-30-09 DB 504, Pg 386 170 al Stanley Zehner, et al Clark F. Hess 8: Arlene E., his wife Warren E. Ryman & Elizabeth J., his wife R/W R/W R/W 1-29-65 Book 1573, Pg 578 1-29-65 Book 1573, Pg 590 1-29-65 Book 1576, Pg 492 Ross Ryman

&, Dora M., his wife R/W 1-29-65 Book 1576, Pg 735 2.1 173 175 PP8cL Co. formerly; (a) G. Raymond Brown 8c Nu'tha Wilmer F. Brown & Y~ie W.

(b) Consolidated Rendering Company (c) Frank P. Barletta, et al Co-Partners T/A 4

A; Barletta gc Sons Consolidated. Rendering Comoany J. A. and W. A. Hess, inc.

Bazil Adrezze, et al See Doc 174 Xn Fee R/W R/W R/W 11-13-64 DB 1559; Pg 341 2-2-65 DB 1564, Pg 574 4-8-65 DB 15670 Pg 954 10-15-64 Book 1564, Pg 590 5-6-65 Book 1583, Pg 455 12-1-64 Book 1587, Pg 1091

~

SCOPECK TOWNSHIP GRANTOR LUZEKK COUNTY R/M OR IN FEE AGMT.

DATE APPENDIX A RECORDED 177 Henry P. Morgan, et al Guy D. Thomas 8: Florence M, his wife Woodrow Hartzel 8c Margaret, his wife Penn Central Railroad See 179 Susquehanna River Crossing R/M R/N R/M 1-28-65 2-1-65 Book 1583, Pg 387 Book 1583, Pg 367 8-16-72 DB 1794, P. 940 1-4-66 Book 1587, Pg 83

".-ALEM TONiiSHIP Kenneth Arthur Church 8c Evelyn Mae, his wife Helen P. Lazarus See 183 Erie-Lackawanna Railroad R/M'/N 10-18-73 DB 1802, P.

547 8-15-72 DB 1790, P.

789 Josephine Markovich Robert M. Killian 4 Jean H., his wife In Fee 1-2-73 DB 1771, P.

776 In Fee 7-7-71 DB 1724, P.

791 I

I l

Exhibit B TWO NORTH NINTH STREET, ALLENTOWN, PA.

18101 PHONE: (215) 821-5151 March 18, 1977

.BILL OF SALE 1

Allegheny Electric Cooperative, Inc.

2929 North Front Street Harrisburg, Pennsylvania 17110 Attention:

Mr. William F. Matson

Costs, as of February 28, 1977, related to Preliminary Engineering,

Planning, and Design for the Sunbury-Susquehanna 500 KV Electric Transmission Line.

$ 201,228.78 PENNSYLVANIA POWER

& LIGHT COMPANY By:

Attest:

ALLEGHENY ELECTRIC CCOPERATIVE, INC.

By:

Attest:

PENNSYLVANIA POWER 8

LIGHT COMPANY

EXHIBIT C REDUCTION IN POWER DELIVERED The reduction in power quantities as provided in Article V of this Agreement, representing the estimated annual'oss pere'entages incurred by PL on transmission facilities rated 220 Kilovolts and above relative to estimated total net annual intraterritorial PL generation (where such estimates are based on PL analyses utilizing two repre-sentative load periods),

shall be 1. 5%.

Exhibit D KENNEDY FAMILY Joseph P., Sr. (d.)

6 Rose Kennedy seph P., Jr. (d.)

None John F. (d.)

Caroline John Fog Jr'athleen (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 Eunice (Shriver)

Jean (Smith)

Patricia (Lawford)

RoseMary Robert Sargent III Maria Qwings Tinothy Perry Mark Kennedy Willie Stephen, Jr.

Christopher Sydney Victoria Robin None

EXHIBIT E RIGHTS AND INTERESTS IN PROPERTY INCLUDED IN THE LINE PROJECT, LINE ADDITIONS AND LINE 1.

That portion of the SOO kilovolt Transmission Line (generally referred to by PL as the Sunbury-Susquehanna 500 Kilovolt Line) constructed or to be constructed on the Right of Nay.

2.

Inventories of material,

supplies, tools, equipment, and facilities and other items specifically designated for us'n connection with the construction and operation of Line

Project, Line Additions and Line, as the case may be.

3.

All of the following which are used or to be used in respect of Line Project, Line Additions and Line, as the case may be,'a) contracts including advance payments made relative thereto; (b) choses in action; (c) causes of action.

4.

All other tangible and intangible property, used or to be used in respect of Line Project, Line Additions and Line, as the case may be.

.:-":>>."',"'-v; -,TABLE I, h t

I ere

".g

"--'x'LASSES OF CONSTRUCTtON ANDLABOR ELEMENTS Total Plant-All Steam Generation

~ ~ ~ ~

~ ~

Total Plant-All Hydro Generation

~

~

~.

~

~

Total Plant-Stcam &. Hydro Generation

-!f"<5 rema" FPC ACC.

25 26 25 25 26 33 26 31 26 32 48 47 47 SI 50 50 Cl tht 5$

54 54 50 52

$3 46 50 49 48 50 50 49 Sl Sl 49 51 51 I C.

51 Sl e

COST,.'TRENDS.OF ELECTRIC LIGHTAND POWER CONSTRUC-ht,

,-:-"","TION,'.'NORTH,ATLANTICDIVISION'-'.:;"--"~; -'

',e'f'-,!1949,=100 ."

COST tNDEX INUMBERS I!!

ts v

, tv i

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~.

t' r'

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~

~

~

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~

~

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~l ~

rz hf fy.

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';< t Total Stcam Production Plant Structures tL Improvements-indoor.........,

Structures dc Improvements-Semi Outdoor....

Boiler Plant Equlpmcnt-Coal Fired.

~. ~......

Boiler Plant Piping Installed Turbogcncrator Units..........

Accessory Electrical Equipment Misc. Power Planl Equipmcnt..

Structuresd! Improvements.

Reactor Plant Kquipmcnt..

Total Hydraulic Production Plant......

Structures 4 Improvements..... ~.....

Reservoirs, Drms, dc VVatcrways.......

IVater wheels, Turbines, dc Generators

~

Gas Turbogencrators..

Total Transmbsion Plant..

Station Equipmcnt ""~"

Towers dc Fixtures Poles& Fixtures.................

~

Overhead Conductors dc Devices "~ ~ ~

duit........

~ ~ ~ ~ ~

~

ductors &e Devlees Underground Con 1

e-.'"t.'t I Underground Con rh

-- 'YII" r>>

~ I r

IIELD

~

=.', I-,;r.

t I.

Electr!>> Labor...

Total Distribudon Plant.. ~""~

Station Equipment Poles, Towers dc Fixtures.......

Overhead Conductors dc D<<vices.

Une Transformers Pad Mounted Transfonncrs...............

Services Overhead.......,......,...

~ ~ ~

Services-Underground...................

Mctcrs, Installed............... """""

Street Ughting-Overhead................

Ivelatt Arms & Luminaircs Installed Street Ughting-Underground.............

Underground Conduit,.....................

Underground Conductors &Dcv.-ln Conduit, 311 311 312 314 31$

316 321 32s 331 332 333 353 354 355 356 357 358 362 364 365 366 367 368 368 369 369 370 373 373 373 22 22 22 34 19 29 34 19 30 34 19 30 26 28 25 18 32 19 22 27 29 26 19 37 20 25 27 29 26 20 35 21 23 28 32 18 32 29 32 19 37 29 32 19 35 21 22 22 25 23 23 48 48 31 28 35 27 33 27 19 18 19 22 22 22 34 19 30 26 28 25 20 32 21 22 28 33 18 32 23 22 31 28 23 25 29 33 24 29 29 19 31 37 27 35 23 2$

23 21 28 33 28 25 27 29 26 20 34 22 23 33 32 36 23 52 33 29 34 19 34 34 36 21 52 24 23 26 33 33 32 48 37 21 21 48 48 61 29 39 38 45 39 31 41 38 48 27 59 31 38 40 42 28 59 34 38 52 5$

44 49 47 52 53 47 67 37 47 68 41 56 48 46 36 46 52 48 38 48 47 50 38 68 44 SI 52 50 71 50 47 48 52 32 68 52 57 36 71 54 47 70 74 65 54 56 69 59 62 28 32 65 59 50 59 52 39 56 58

$2 50 73

$4 48

$6 62 41 73 59 48 78 70 59 65 36 50 53 45 51 46 53 4S 40 44 61 49 60 57 43 56 60 56 49 53

$2 37 46 SI 49 3$

47

$3 50 34 53 58 51 53 SI 39 50 53 48 38 50 47 38 SI 54 48 42 54 49 4S

$5 62 53 52 58 42 50 52

$9 41 54 55 39 SI 38 53 4S 50 48 69 48 43 65 52 46 62 40 41 42 80 71 69 48 54 47 62 41 57 48 54 52 35 52 56 Sl 43 54 50 43 53 60 43 54 54 43 71 52 46 61 Sl 53 47

$3 64 41

$8 48

$ 3 51 35 52 56 Sl 43 56 48 43 53 61 44 56 52 43 70 54 49 59 SI 53 47 53

.I r," 4-;,>>

~ 1 I

S3 52 35

~ I

\\

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t

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j'8 55 C r.;q II 6s r

~ s si 59

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~

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.<<E3 '~M 95 97 96 75 74 73 86 87 86 62 63 63 62 64 64 62 65 65 64 67 66

$6 56 57 56

$6 58 58 57 58 60 60 6l 56 55 57 48

$ I 5l 49 50 50 50 fp 5I SI Sl 53 50 53 53 47

$0 49 47 50 50 48

$ l SO 47 47

~, 1

'1 Er

~I 94 94 rE'.]

9l 98 96 91 62 60 63 63 73 70 83 8I 62 60 57 SI 6I

$6 62 59 58 52

$7 Sl 48 50 43 43 49 47 50 46 SI 47 56 Sl 47 53 47 Sl 49 5l 47 46 77 6 I 6l 6l 6I 68

$5 56 59 4$

4S 45 46 48 S3 39 39 68 63 69 79 75 82 89 90 94 72 63 1I 7l 65 69 7l 63 70 72 63 67 64 63 67 65 63 69 64 63 66 67 48 59 54 53 60 65 56 66 4l 57 66 46 57 60 4S 55 55 55 60 56 55 6l 64 62 66

$4 47 55 67 46 60 84 8I 83 90 96 94 96 97 73 70 72 76 58 56 57 62 52 59 6I 64 63 60 63 65 65 63 65 66 53 SI 53

$5 52 Sl 53 53 54 52 54 58 62 60 6I 65 49

$3 52 36 49 Sl

$3 37 46 41 48 4I 50

$ l

$3 39 50 50 f3 39 Sl SI 52 50 47 47 50 39 43 43 45 37 43 43 45 38 47 46 48 46 48 47 48 47 q

I,.,.-.-:

<</D IM 1 87 89 8$

90 9$

86 79 96 94 96 98 IPO 96 92 74 7$

74 7$

83 75 67 67 67 66 70 70 67 56 Sl 55 Sl 40 54 48 4l 63 70 60 53 60

$7 55 65 7I 63 55 65 59 57 65 10 64 58 67 6l 57 65 67 64 63 69 62 56

$2 55 50 40 57 48

$6

,$9 51 40 62 48 49

$2 57 Sl 39 53 47 40

$9 68 54 45 56 52 47 59 69 55 47 56 54 48 60 69

$6 49 59 55 49 Sl 56 50 39 49 46 40 48 54 4$

35 42 37 49

$6 3l 46 35 40 52 6I 47 38 52 43 53 62 48 40 52 47 43 55 63 50 40 55 47 47 59 67 54 44 59 50 Sl

~trtr R

S, ~

II B,

.E,-"<<

ME

'CM

gr

'8 C

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II, CIE ffj 75 8I 74 83 89 9I 90 95 91 95 99 lpp 66 67 66 69 68 70 70 70 65 69 60 67 SI 56 42 54 58 65 48 56 58 66 56 59 68 50 59 61 69 53 60 64 69 58 6$

SZ 55 42 57 54 57 42 62 52 57 43.

53 Sl 56 42 49 57 64 46 59 49 54 39 48 54 38 46 Sl 58 40

$ 2 52 59 40 52 53 60 4I 55 ft

'"-]

f 1'1 56 6$

57 66 57 68 56 15 67 86 79 95 92 54 SI 57 47 59 48 62 55 52 4I 52 52 49 SI 40 38 40 SI 47 SI 43 48 43 50 40 46 37 67 75 93 96 Vp 12 7I 67 67 6I 60 64 63 70 70 59 6I 63 63 68 6l 62 Sl 46 60 SI 82 8I 76 7l 94 9I 87 86

!00 99 92 92 67 67 69 62 69 68 69 63 70 70 69 63 53 49 68 54 57 5$

68 56 56 52 68 55 58 56 68 57 60 63 69 60 64 65 69 6l 45 4l 62 49 SI 44 66 53 Sl 46 68 53 55 53 68

$6 SI 49 59 48 56 47 59 Sl 6l 48 60 SI 48 60 50 44 60 48 54

$4

$ 6 70 74 90 98

$1

$6

$6 65 66 70 59 59 59 6I 61 62 63 52 53

$6 56 57 57 SI 83 91 70 74 52 54 58 50 68 68 69 62 63 65

.i' g'tP.

"E =

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1

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p Ho. Z04 atm an Bulletin and E

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D

'.;='.-'.,;~",>>':COSY. TRENDS OF ELECTRIC LIGHT AND POPOVER CONSTRUC;.-",;".-:~,

,..'ION ',":NORTH ATLANTICDIVISION,'"'-~"~'"-'"<<'~~"::l(49 =. 100 "."".':;.,="'"t r

t t

f p g I

2I t

CDST INDEX NUMBERS

I

.. "':-""TAB r

r-'~g~~>.../e,:,t'=,'COST TRENDS OF ELECIRIC'LIGHT 'AND POWER 'CONSTRUC-'i';(

f E

. ".;:TION-'""NORTH'TLANTIC.DIVISION"a-v:~e -~".-/47@949 =.100.';g-'.4g

- - CO!v'TINUED

"~~y-'c~j'vwp,- ". r/~,'~< r~P~;-"~~~;" ~'gg'+.',",~;QHlBQ p;.v:-v <7.:it<<,s./~~~~+ I cosT INDEx NOMRERs CLASSES OF CO<<'iSTRUCTiON ANDLASOR ELEhtENTS r

/, ~ ~r/

', <<<<'4< I

/

Total Plant-AllSteam Generation......

Total Plant-AllHydro Generation......

Total Plant-Stcam &Hydro Generation Total Steam Production Plant...................

Structures &, Improvements-Indoor.............

Structuresdc Improvements Semi Outdoor.....

BoilerPlant Equipment-Coal Fired.............

Boiler Plant Piping installed...

Turbogenerator Units..........

Accessory Electrical Equfpmcnt Mise. Power Plant Equipment...

',1 iP

,Iv I, 7

tu l

<<a.

• r

~ <<y t

t r

Structures thymprorements..

Reactor Plant Equipment...

Total Hydraulic Production Plant......

Structuresde Improvements...........

Reservoirs,Dame,dt VVaterways.......

VVatcr IVhccis,Turbines, &Generators Gas Turbogencrstors TotaITransmisslonPlant...........

Station Equipment................

Towers dc Fixtures.................

PolesEcFixtures..................

Overhead Conductorsdt Devices.....

Underground Conduit.............

Underground Conductors Ec Devices c<<

<<I

~/

~

.\\

• \\ ~

Total Distribution Plant.........

Station Equipmcnt.............

Poles, Towersd: Fixtures........

OverhcadConduetorsdc Devices..

Underground Conduit........................

Underground Conductors

<<fc Dcv.-ln Conduit...

LineTransformers................

Pad Mounted Trans(ormcrs.. ~...

~.

Services-Overhead..............

Services-Underground,..."" ~"

Slcters, Installed.................

Street lighting-Overhead """"

Mast Arms dc I.umlnalres Installed" Street lighting-Underground io;.l, Electric Labor

-8'hitman Bullet'ii2No. 104 Handy FPC ACC.

100 100 100 104 105 105 116 114 114 100 100 100 100 103 104 100 105 113 I IO 100 116 311 311 312 I IO IOI 108 104 100 100 100 100 120 110 123 107 314 3 IS 316 321 322 105 104 105 107 I IO I IO 108 117 100 100 100 100 331 332 333 100 100 100 100 100 100 100 106 107 107 104 106 104 107 118 121 I IS 114 116 III 131 353 354 355 356 357 358 100 100 100 100 105 105 103 106 114 11$

I IO 116 362 364 365 366 367 105 107 100 100 I I0 131 118 100 116 118 100 114 368 36$

369 369 370 373 373 373 100 100 100 100 100 100 104 100 106 103 100 105 98 107 100 100 104 lll

',r ~

~ v

/.

tww<<wr /vr/<<

/'s 119 117 117 125 12$

123 121 123 127 114 III 102 118 120 124 114 119 108 112 123 12$

125 IIO 125 I IS 130 140 118 121 132 135 120 123 114 I I I 112 123 121 125 114 119 118 123 134 137 122 124 119 120 122 I 15 135 127 130 125 125 126 121 134 130 133 130 129 133 125 137 117 117 114 122 123 126 124 121 120 124 126 132 114 135 118 123 134 137 118 100 122 119 99 118 125 100 130 119 103 120 128 100 131 117 105 127 108 I IO 120

<<r<<r/ <<//r/, rr 116 120 124 132 131 130 143 141 141 152 148 149 128 124 118 134 144 133 132 152 157 142 144 169 145 124 136 127 163 144 144 136 178 160 154 144 130 124 128 141 142 133 138 161 153 142 147 178 135 135 133 133 141 130 143 145 147 142 144 ISS 139 140 148 ISS 151 1$3 163 147 123 129

!30 187 143 137 142 138 155 141 150 146 153 127 143 134 140 141 123 128 100 140 116 I0 I 12$

100 124 132 100 150 122 105 135 III

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