ML19345G862

Participation Agreement Between Utils.Detroit Edison Common Stock Prospectuses & Sec Annual Rept Encl

ML19345G862
Person / Time
Site:	Fermi
Issue date:	02/28/1977
From:	DETROIT EDISON CO., NORTHERN MICHIGAN ELECTRIC COOPERATIVE, INC., WOLVERINE POWER SUPPLY COOPERATIVE, INC. (FORMERLY
To:
Shared Package
ML19345G856	List: ML19345G855 ML19345G858 ML19345G860 ML19345G862 ML19345G863 ML19345G864 ML19345G865 ML19345G866 ML19345G868 ML19345G869 ML19345G870
References
NUDOCS 8104220541
Download: ML19345G862 (258)

Text

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EXIIIBIT E 1

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1 Participation agreement

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The Detroit Edison Company T1 and

?j Northern Michigan Electric

.;j Enrico Fermi Cooperative, Incorporated 72 Nuclear and

.W Power Plant Wolverine Electric Unit No. 2 Cooperative, incorporated 1

February 1977 h.i

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TABLE OF CONTENTS Page RECITALS 1

I.

DEFINITIONS (1.1 - 1.25) 3 II.

OWNERSHIP INTEREST 2.1 Undivided Interests 8

2.2 Capacity and Energy Entitlements...

8 2.3 Sale of Assets..... ~.

8 2.4 Description of Proper.ty.

9 2.5 Release of Mortgage.

10 2.6 Closing.

10 III.

PURCHASE AND PAYMENT 3.1 Purchase Price.

11 3.2 AFUDC - Accumulated Cost of

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Construc tion 11 3.3 Cost of Construction.

11 3.3.1 Statement and Certificate.

12 O

3.4 Payment-Purchase. Price.

13 3.5 Cost of Construction After Closing.

13 3.6 Payments-After Closing.

13 3.7 Estimates 14 3.8 Equipment Transfer.

15 IV.

CLOSING 4.1 Date-Place.

16 4.2 Delivery of Documents, certificates and Funds.

16 V.

REPRESENTATIONS, WARRANTIES AND MU'IUAL COVENANTS 5.1 NORTHERN and WOLVERINE Representations.

17 5.1.1 NORTHERN and WOLVERINE Organization.

17 5.1.2 Authority Relative to This Agreement.

17 5.2 EDISON Representations.

17 5.2.1 EDISON's Organization.

17 5.2.2 Authority Relative to This Agreement.

18 5.2.3 Books and Records.

18

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5.2.4 Disclosure 18 i

I-I' V.

REPRESENTATIONS, WARRANTIES AND MUTUAL COVENANTS (cont.)

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Page 5.3 Mutual Covenants.

18 5.3.1 Responsibility for Completion of Construction 18 5.3.2 Financial Inability of EDISON.

19 5.3.3 Unilateral Delay 21 5.3.4 Supply of Power.

23 5.3.5 Nonexclusive Remedies.

24 5.4 Information 24 VI.

OPERATING ARRANGEMENTS 6.1 Authority for Operation and Management 25 6.2 Scheduling and Dispatching.

25 i

6.3 Capacity and Energy Entitlements.

26 6.3.1 26 6.3.2 26 6.3.3 Test Energy.

26 6.4 Capacity Not Needed by the Coopera tives 27 6.4.1 Planned Excess Capacity. 27 6.4.2 Unplanned Excess capacity. 23 6.5 - Operating Reserve and Reactive Power. 29 6.6 Operations Management 29 6.7 Mutual Assistance 33 VII. OPERATING COSTS 7.1 Definition. 34 7.2 Payment. 35 7.3 Estimates. 36 7.4 Retirement-Units of Property. 36 VIII. POLLUTION CONTROL FACILITIES 8.1 Existing Pollution Control Facilities. 37 8.2 Future Pollution Control Facilities. 39 XI. GENERAL CONDITIONS 9.1 Agency. 41 9.2 Cooperation. 43 9.3 Alienation and Assignment. 43 9.4 Approvals. 45 3l 9.5 Licensees. 45 ).. 9.6 Access. 46 l 9.7 Conditions Precedent to Edison's obligations Hereunder... 46 i l 11 i

9 O XI. GENERAL CONDITIONS (cont.) 9.8 Conditions Precedent to NORTHERN's and WOLVERINE's Obligations Hereunder. 48 9.9 Conditions Precedent to the Respective obligations of EDISON and NORTHERN and WOLVERINE. 49 9.10 REA Approval. 49 9.11 Amendments. 49 9.12 Successors and Assigns. 50 9.13 Binding obligations 50 9.14 "As Is" Sale. 51 9.15 Destruction. 52 9.16 Force Majeure. 55 9.17 No Adverse Distinction. 57 X. TAXES 58 XI. INSURANCE 61 XII. NUCLEAR FUEL 12.1 Procurement 64 64 12.2 Management. 12.3 Payment 64 12.4 Mortgage Rights 65 O 12.5 Estimates of Payments. 65 XIII. NONPARTITIONMENT 66 XIV. ADMINISTRATION 1 F 14.1 Administrative Committee. 67 67 14.2 Membership. 14.3 Meetings. 67 14.4 Functions. 68 14.5 Records 68 68 14.6 Expenses. XV. DEFAULT AND NON-PAYMENT 69 XVI. DISAGREEMENT i 71 16.1 Binding Decisions 16.2 Disagreement After Commercial Operation. 71 16.3 Obligations to Make Payments. 71 XVII. ARBITRATION 17.1 Arbitrable Dispute. 73 17.2 Notice. 73 17.3 Selection of Arbitrators. 73 i 74 17.4 Governing Rules. i 17.5 Evidence 74 l Q 74 17.6 Award 17.7 Enforcement. 75 75 17.8 Fees and Expenses. w

W.. O Page XVIII. MISCELLANEOUS 18.1 Governing Law 76 18.2 Notice. 76 18.3 Section Headings Not to Affect Meaning. 76 18.4 Counterparts. 76 18.5 Good Utility Practices......... 77 18.6 Time. 77 18.7 Severability. 77 18.8 Integration. 77 18.9 Co=putation of Time. 77 18.10 Li=ited Warranty Deed Covenant. 78 18.11 Historic Places. 78 18.12 Public Officials Not to Benefit. 78 18.13 Equal Opportunity Clause. 78 18.14 Nonsegregated Facilities. 81 18.15 Flood Insurance Act. 82 18.16 Environ =ent. 83 18.17 Safety. 83 3 18.18 " Kick-Backs". 84 18.19 Buy A=erican. 84 XIX. TERM AND TERMINATION 19.1 Ter=ination. 86 19.2 Retire =ent Costs. 86 19.3 Reversion. 86 APPENDICES A. Description of FERMI 2 Plant Site. A-1 B. Description of FERMI 2 Plant A-5 B-1 Substituted Property. A-9 C. State =ent of Cost of Construction through May 31, 1976. A-13 D. Esti=ated Total Cost of Construction of FERMI 2 A-16 I E. Average Fixed Charge Rate. A-17 F. Rate for Sale of Capacity and Energy I under Section 5.3.3. A-19 G. Planned Excess Capacity.. A-22 EXHIBITS A-1 Limited Warranty Deed. E-1 A-2 Bill of Sale. E-2 V 1 l l D

. I.. o-PARTICIPATION AGREEMENT THIS AGREEMENT made as of the O h day of February, 1977 between THE DETROIT EDISON COMPANY, a corporation organized and existing concurrently under the laws of the States of Michigan and New York (hereinaf ter referred to as " EDISON"), NORTHERN MICHIGAN ELECTRIC COOPERATIVE, INC., a Michigan cooperative corporation (hereinafter referred to as " NORTHERN"), and WOLVERINE ELECTRIC COOPERATIVE, INCORPORATED, a Michigan cooperative corporation (hereinaf ter referred to as ' WOLVERINE"), (both of which are some-times referred to jointly as " Cooperatives") (EDISON and the Co-operatives being hereinafter sometimes referred to collectively as " Parties" and in singular as " Party"). WHEREAS, EDISON is engaged in the business of generating, transmitting and distributing electric energy in the State of Michigan and NORTHERN and WOLVERINE are cooperative corporations engaged in the business of generating and transmitting electric energy in the State of Michigan; and WHEREAS, the Parties desire and intend to establish their cwnership rights and duties and obligations in connection with the completion of construction and operation of the nominally rated (electrical) 1100 megawatt nuclear generating unit known as ENRICO FERMI NUCLEAR POWER PLANT UNIT NO. 2 (hereinafter referred to as " FERMI 2") located in Frenchtown Township, Monroe County, Michi-gan, as more particularly described in the application and amend-ments thereto by EDISON before the Nuclear Regulatory Commission O in Docket No. 50-341 and the Final Safety Analysis Report and amendments thereto, which constitutes a part of such application; and

O WHEREAS, it is the intention of all Parties to proceed in good f aith and use their best ef forts to complete FERMI 2 and place it in commercial operation. NOW, THEREFORE, in consideration of the premises and the autual agreements herein set forth, EDISON and NORTHERN and WOL-VERINE hereby agree as follows: O 4 l l I O

b........ - -. - - O ARTICLE I DEFINITIONS The following terms, when used herein and in the Appen-dices attached hereto, shall have the following meanings. 1.1 ACCOUNTING PROCEDURES: Use of accounts and of accounting procedures in accordance with the Uniform System of Ac-Counts. 1.2 ADMINISTRATIVE COMMITTEE: The committee established pur-suant to Article XIV hereof. ].3 AFUDC: Allowance for Funds Used During Construction.

1.4 CAPACITY

Megawatts (MW). 1.5 CAPITAL IMPROVEMENTS: Any Units of Property which are O added to FERMI 2, the betterment of any Units of Property constituting a part of FERMI 2, and the replacement of any Units of Property fc.r other Units of Property af ter the Commercial Operation Date, irrespective of whether such replacement constitutes an enlargement or betterment of that which it replaces, which additions, betterments, enlargements and replacements would have been capitalized if installed prior to the Cottmercial Operation Date, in accordance with Electric Plant Instruction No.10, Addi-tions and Retirements of Electric Plant, of the Uniform System of Accounts. 1.6 COMMERCIAL OPERATION DATE: The earliest practicable date on which FERMI 2 is determined to be reliable as a source of Capacity. 1.7 CONSTRUCTION INSURANCE: Policies of insurance procured and maintained by EDISON during construction and testing up to fuel loading, in accordance with Article XI hereof.

v I ib f O 1.8 CONSTRUCTION WORK: All engineering, design, contract preparation, purchasing of equipment, materials and sup-plies, construction, supervision, expediting, inspection accounting, testing and start up for FERMI 2 and prepara-tion of operating and equipment

manuals, quality assurance manuals, emergency action plans, all reports required by regulatory authorities and the conduct of hearings and other activities incidental to obtaining requisite permits, licenses and certificates for the con-struction and operation of FERMI 2 prior to the Commer-cial Operation Date thereof in accordance with Electric Plant Instruction No. 3, Co-conents of Construction Cost, O

o=iror= sr=t = or ^cco====- 1.9 COST OF CONSTRUCTION: The costs of constructing FERMI 2 as described in Article III and Article X hereof.- 1.10 ENERGY: Kilowatt hours (kWh) 1.11 FPC: Federal Power Commission 1.12 FUEL EXPENSE: The amounts chargeable to expense for Nu-clear Fuel includable in Account 518, Nuclear Fuel Ex-pense, of the Uniform System of Accounts. 1.13 CAPACITY AND ENERGY ENTITLEMENT SHARE: The percentage entitlement of EDISON and NORTHERN and WOLVERINE to the Net Capacity and Energy from FERMI 2. i l.14 NET ENERGY OUTPUT: The gross Energy generated over any period of time by FERMI 2, less the Energy allocated for FERMI 2 Station Service Requirements. 1.15 NUCLEAR FUEL: Any source, special nuclear or by-product material as defined in the Atomic Energy Act of 1954, as an

_ _ ~ amended and as may be amended from time to time, includ-ing any ores, mined or unmined, or concentrates from which any such material can be obtained, and including conversion, enrichment, and fabrication of any fuel assemblies. 1.16 NUCLEAR FUEL AGREEMENT: Any agreement entered into by EDISON relatiing to, without limitation,.the purchase, sale, lease, transfer, disposition, storage, transporta-tion, mining, milling, conversion, enrichment, process-ing, fabrication, reprocessing and waste disposal of any Nuclear Fuel for use in, use'd in or removed from FERMI 2. 1.17 OPERATING COSTS: All expenses incurred by EDISON attri-butable to operating FERMI 2, as further described in Section 7.1 and Article X hereof. 1.18 OPERATING EMERGENCY: An unplanned event or circumstance which alters the availability of Capacity and Energy from FERMI 2. l.19 OPERATING INSURANCE: Policies of insurance to be pro-cured and maintained or caused to be procured and main-tained by EDISON during the operation of FERMI 2 in ac-cordance with ARTICLE IX hereof. 1.20 OPERATING WORK: Engineering, contract preparation, pur-

chasing, repair, supervision, recruitment,

training, expediting, inspection, accounting, testing, protection, operating, management and maintenance associated with operating FERMI 2, but excluding all work undertaken to O

make any Caetta1 Imerovements. _. -

1 .l. 1.21 PERMITTED ENCUMBRANCES: Includes, as to the interests of all Parties, (i) liens for taxes or assessments or governmental' charges or levies not yet due or delinquent, or which can thereaf ter be paid without penalty, or which are being contested in good faith by appropriate proceed-ings; (ii) unfiled inchoate mechanics' and materialmen't liens for construction work in progress; (iii) workmen's, repairmen's, warehousemen's and carriers' liens and other similar liens, if any, arising in the ordinary course of business; and (iv) exceptions shown on Lawyers Title In-surance Corporation Commitment for Title Insurance, Case Number A-36631. 1.22 PLANT SITE: The area encompassing the real property as O described more particularly in Appendix A, and comprising approximately 82 acres. 1.23 STATION SERVICE REQUIREMENTS: The Capacity and Energy r equired for all processes and auxiliary equipment and systems used or useful in connection with the start-up, operation, shut-down, and maintenance of FERMI 2 includ-ing Station Service transformer losses. l 1.24 UNITS OF PROPERTY: Units of Property as described in the Federal Power Commission's " List of Units of Property for Use in Connection with Uniform System of Accounts Pre-scribed for Public Utilities and Licensees" as adapted by l EDISON for its use, and as such List may be amended from L time to time. 1.25 UNIFORM SYSTEM OF ACCOUNTS: The Federal Power Commis-sion's " Uniform System of Accounts Prescribed for Public A

I ~ O Ue111 ties and ticensees <ciass A and c1 ass >>, in ef fect as of the date of this Participation Agreement, or as such Uniform System of Accounts may be modified from time to time. References in this Participation Agreement to any specific Account Number sha11 mean the Account Number in effect as of the effective date of this Participation l Agreement or any successor Account. O 8 O

i O ARTICLE II OWNERSHIP INTEREST 2.1 Undivided Interests. FERMI 2, including land, improve-ments to land, equipment, materials, supplies and all other property rights and interests dedicated to the pur-pose of FERMI 2, shall be owned by the Parties hereto as tenants in common. The undivided interest of EDISON shall be 80% and the undivided interest of NORTHERN shall be 11.22% and the undivided interest of WOLVERINE shall be 8.784 as set forth in the Limited Warranty Deed and Bill of Sale delivered by EDISON at the closing. 2.2 Capacity and Energv Entitlements. Such percentage in-terests shall establish the entitlement of the Parties to the Capacity and Net Energy Output of FERMI 2 and shall hereinafter be referred.to as " Capacity and Energy En-titlement" and may be used synonymously with " ownership interest." 2.3 Sale of Assets. At the closing EDIS0N shall sel'1 and convey respectively to NORTHERN and WOLVERINE, and NOR-THERN and WOLVERINE shall each purchase f rom EDISON an I undivided ownership interest as tenants in common in FERMI 2. Such conveyance shall be by Limited Warranty Deed and Bill of Sale, substantially in the form shown in Exhibit A attached hereto. After the closing, the Par-ties shall execute such other instruments, if any, as may Q be needed to perfect the ownership interests of NORTHERN and WOLVERINE respectively as tenants in common in FERMI _n_

il. O 2. With respect to certain pollution control f acilities, see Section 8.1. 2.4 Description of Property. For reference purpose relating to the documents of conveyance prior to the actual execu-tion, the following is the agreement of above described sale with respect to the description of the FERMI 2 pro-perty: 2.4.1 The land described in Appendix A (such land together with all such additional land or rights therein as may hereinaf ter be acquired for the purpose specified in Section 2.4.4 be-low, also referred to as the " Plant Site"); 2.4.2 The Plant, including the nuclear power reactor, the turbine generator, the buildings housing the same, the generator transformer, and the associated auxiliaries and equipment, all as more particularly described in Appendix B and the application to the Nuclear Regulatory Com-mission in Docket No. 50-341 and the Final Safety Analysis Report and amendments thereto. 2.4.3 Materials, supplies, Nuclear Fuel, fuel, tools and equipment, including spare parts for use in construction and later operation of FERMI 2; and 2.4.4 Such additional land or rights therein as may be acquired and such additional facilities and O ota r e # stet-9 toe rty = v de cautt a-constructed, installed or replaced in connec-tion with FERMI 2, provided (1) that the cost ~9~

,I. of such additional land, facilities or other tangible property shall be properly includable in the cost of FERMI 2 it. accordance with the Uniform System of Accounts, and (2) that such additional land, facilities or other tangible property shall have been acquired, construct-ed, installed or replaced for the use of EDISON and NORTHERN and WOLVERINE under and subject to the provisions of this Agreement. 2.5 Release of Mortgage. At the closing, EDISON will furnish to both NORTHERN and WOLVERINE a properly executed re-lease from any and all mortgages and liens, except Per-mitted Encumbrances, on the undivided interests in FERMI O 2 being conveyed to the cooperatives. 2.6 closing. The Closing will be held in accordance with the provisions of Article IV hereof. l 9 9 0

~lt O ARTICLE III PURCHASE AND PAYMENT 3.1 Purchase Price. The purchase price for the Cooperatives' total twenty per cent (204) undivided interest in FERMI 2 acquired, constructed or completed prior to the closing shall be an amount equal and allocable to twenty per cent (204) of each component of the total Cost of Construction of FERMI 2, paid or incurred by EDISON prior to the clos-ing, based upon actual costs recorded in the Company's books for the most recent date for which such costs are available, plus an estimate for additional costs incurred O between such date and the date of closing, to be adjusted in the month subsequent to closing, plus an additional one million one hundred thousand dollars ($1,100,000) for other reasonable costs associated therewith. l Accumulated Cost of Construction. It is recog-3.2 AFUDC nized that EDISON will have incurred or made payment of the accumulated Cost of Construction prior to the clos-ing. TL view of such fact, the Allowance for Funds Used During Construction, (AFUDC) charged to FERMI 2 in EDI-SON's books and records, shall be included as accumulated Cost of Construction. 3.3 Cost of Construction. For purposes of this Agreement, 1 l Cost of Construction shall men all costs paid or in- ! 0' curred by EDISON for FERMI 2 in respect of the planning, i I l l SUL-

.i. 1 O design, licensing, acquisition, construction'and comple-ti.on of FERMI 2 including, without limitation, the Plant Site; the nuclear steam supply system, the steam turbine generator and building housing the same; all auxiliary buildings and equipment; pollution control facilities (whether or not legal title is vested in any governmental authority); the generator transformer; control and com-munications facilities; all purchasing costs; all costs for construction equipment, material, supplies, labor and overheads; Nuclear Fuel procurement, enrichment, fabri-cation, storage and transportation; AFUDC (accumulated through the end of the month preceding the date of the closing) ; taxes (including property taxes) and insurance. O 3.3.1 EDISON has furnished the Cooperatives a state-ment reflecting the Cost of Construction attri-butable to FERMI 2 through May 31, 1976 together with a certificate stating that EDISON maintains its books and records in conformity with the Uniform System of Accounts and that the above amount is as recorded in the books 1 and records of EDISON, as of the above date and is attributable to FERMI 2. Said statement and certificate are attached hereto as Appendix C. A similar statement and certificate covering Cost of Construction for FERMI 2 for the period May 31, 1976 to the end of the month preceding the date of the closing shall be furnished to the Cooperatives prior to the closing.. _ _

.l. O 3.4 Pavnent - Purchase Price. NORTHERN and WOLVERINE shall pay their respective shares of the purchase price at the closing in immediately available funds. 3.4.1 EDISON and the Cooperatives shall have until the one hundred eightieth (180th) day after the ~ l closing to question or contest the correctness I of the purchase price paid by the cooperatives pursuant to Section 3.1 af ter which time the correctness of such purchase price shall be conclusively established. In the event of an ~ error in calculation of the purchase price, EDISON or the Cooperatives shall, following notice of such erroneous calculations frc= any other Party, wi. thin thirty (30) days rei= burse . such other Party or Parties for the a=ount 1 charged or failed to be charged in error. 3.5 Cost of Construction After the closine. Subsequent to the closing, all Cost of Construction paid or incurred by EDISON for-the construction of FERMI 2, excluding AI*;DC, shall be shared by EDISON and the Cooperatives in prcpor-tion to their respective ownership interests. An esti-mate of the total cost of the TERMI 2 project, of cost incurred therefor by EDISON through May 31, 1976 and an estimate of the amount re=aining to be spent is attached hereto as Appendix D. 3.6 Payments - After the C1csinc. Payment for the expendi-O tures contemplated in Section 3.5 shall be payable as follows:.

i ..~ o. 3.6.1 On the fifteenth of each month EDISON shall furnish the Cooperatives an invoice showing the current estimate of the Cost of Construction required for the following month. 3.6.2 These invoices shall be paid by the Coopera-tives so that EDISON will receive the funds by the tenth of the following month or the first working day thereafter if the payment date falls on other than a working day. 3.6.3 Adjustments for the difference between the es-timated Cost of Construction and actual costs shall be made on the invoice submitted for the third month following the month in which actual O costs occur. For example, the invoice submit-ted on February 15 for the month of March would include an adjustment for actual costs incurred in December. 3.6.4 All payments shall be made payable to The Detroit Edison Company and shall be sent to The Detroit Edison Company, Attention: Treasurer, 2000 Second Avenue, Detroit, Michigan 48226, or by wire transfer to a bank designated by EDI-SON. 3.6.5 Any payment not made on or before the due date set forth in Section 3.6.2 shall constitute an act of default under Article XV herein. 3.7 Estimates. Quarterly estimates of payments required for the Cost of Construction during the remainder of the - ~ 14 ~.

.I. l O ~ construction period shall be furnished by EDISON in rea-sonable detail to the Cooperatives for use by them in anticipating their financing requirments. In addition, estimates for the immediate calendar year shall be pre-pared for monthly intervals and submitted to the Coopera-tives prior to the beginning of such calendar year. All estimates will be subject to revision periodically to re-flect more current information. 3.8 Equipment Transfer. EDISON shall give NORTHERN and WOL-VERINE equitable financial credit for any item which was purchased or leased for the benefit of FERMI 2 but which is used entirely or partially by EDISON for purposes that are not for the benefit of FERMI 2. O O e 9 e ' O .. 15 -

aT d .l. O-ARTICLE IV CLOSING 1 Place. The closing of the sale and conveyance 4.1 Date provided for in Section 2.6 ' hereof shall take place at the office of The Detroit Edison Company, 2000 Second l Avenue, Detroit, Michigan, or such other place as may be agreed upon by the Parties,on a mutually acceptable date I to be determined by the Parties. 4.2 Deliverv of Documents, Certificates and Funds. At the closing, EDISON shall deliver to NORTHERN and WOLVERINE the Limited Warranty Deed, Bill of Sale and all certifi-cates, releases and evidences of authorizations and ap-Q provals as provided for herein; NORTHERN and WOLVERINE shall deliver to EDISON their respective shares of the purchase price in immediately available funds and all certificates and evidences of authorizations and ap-provals as provided for herein. I e O .. l O-ARTICLE V REPRESENTATIONS, WARRANTIES AND MUTUAL COVENANTS 5 5.1 NORTHERN and WOLVERINE Representations. NORTHERN and WOLVERINE, hereby severally represent, warrant and co-venant to EDISON as follows: 5.1.1 NORTHERN and WOLVERINE Organization. Both NOR-THERN and WOLVERINE are entities duly organ-ized, validly existing and in good standing under Michigan statutes and other applicable laws of the State of Michigan and have legal authority to carry on business as now being conducted and as is contemplated to be con-O ducted after the closing. Both NORTHERN and WOLVERINE have delivered to EDISON on or before the closing a true and complete copy of their respective charters and by-laws as amended to date. 5.1.2 Authority Relative to This Acreement. The exe-cution, delivery and performance of this Agree-l' l. ment by NORTHERN and WOLVERINE have been duly and effectively authorized by all requisite corporate action. 5.2 EDISON Representations. EDISON hereby represents, war-l rants and covenants to NORTHERN and WOLVERINE as follows: 5.2.1 EDISON's Organization. EDISON is a corporation duly organized, validly existing and in good standing concurrently under the laws of the.,. -. - -.

de D-States of Michigan and New York and has cor-potate power to carry on its business as it is now being conducted and.as it is contemplated to be conducted after the closing. EDISON has delivered to NORTHERN and WOLVERINC a true and 8 complete copy of its charter and by-laws as amended to date. 5.2.2 Authority Relative to This Agreement. The exe-cution, delivery and performance of this Agree-ment by EDISON have been duly and ef fectively authorized by all requisite corporate action. 5.2.3 Books and Records. EDISON has made available to the satisfaction of NORTHERN and WOLVERINE all contracts, books, records, licenses, per-l

mits, applications, statements,

accounts,

( l documents, reports and studies relating to FERMI 2. 5.2.4 Disclosure. EDISON has fully disclosed to NOR-THERN and WOLVERINE all

liens, claims,

lawsuits, liabilities, and choses in action affecting or relating to FERMI 2,

which are known to EDISON or could be known to EDISON by reasonable investigation. 5.3 Mutual Covenants. EDISON and NORTHERN and WOLVERINE hereby covenant and agree as follows: 5.3.1 Responsibility for Completion of Construction. O EDISON shall have sole responsibility, to be i discharged in a prudent manner in accordance L____

~d.. C) with good utility practices, for the planning, i licensing, design, construction and testing of FERMI 2. Regardless of any considerations applicable to other f acilities or segments of EDISON's system, EDISON shall use its reason-able best efforts to the extent permitted by law, and subject to the provisions of Article XV of this Agreement, to complete construction and place FERMI 2 in Commercial Operation by December 1, 1980, and to comply fully with all requirements of all applicable statutes and the rules and regulations of the Nuclear Regulatory Commission and such other regulatory agencies O as shall have competent jurisdiction over the

planning, design, licensing, construction, operation and maintenance of FERMI 2.

5.3.2 Financial Inabilitv of EDISON. In the event of financial inability on the part of EDISON to complete construction of FERMI 2 in accordance with reasonable construction schedules and this Agreement, EDISON shall promptly so notify the Cooperatives in writing of such condition. l Upon receipt of such written notification, the l Cooperatives, or either of them, shall have the right, subject to all governmental and regula-tory approval, to invest additional funds in sufficient amount to complete FERMI 2. In the -

1 O event the Cooperatives, or either of them, in-vests the additional funds to complete FERMI 2 because of EDISON's inability.to do so, the ownership interest of each of the Cooperatives shall be adjusted from the percentages speci-fled in the Limited Warranty Deed and Bill of Sale attached hereto so that its percentage ownership in FERMI 2 shall be equal to its pro-portion of the investment in the total cost of FERMI 2. In such event, the Cooperatives shall have the right to require EDISON to purchase from the Cooperatives the portion of Capacity and Energy Entitlement as describ.ed in Section 2.2 hereof to which the Cooperatives became en-titled because of their additional investment under this subsec' tion, and EDISON shall pay for such output the fixed charge rate as calculated l in accordance with Appendix E, reflecting the average cost of capital, including related in-come taxes as appropriate, of EDISON and the Cooperatives and all other costs applicable to output purchased by EDISON under this subsec-tion, including Nuclear Fuel, which shall be based upon the actual cost of operating FERMI 2. A cooperative which has invested additional funds under this subsection to complete FERMI 2 shall have the option to require EDISON to pur-chase such additional ownership interest resulting from additional funds invested by - 8@ -

giving written notice to each party hereto not 0-later than the fif th anniversary of the Commer-cial Operation Date of FERMI 2, at a price equal to the original cost, including AFUDC (" interest during construction"), of the Co-operatives' additional ownership interest in FERMI 2 less related accumulated depreciation to the date of such transfer of ownership determined in accordance with the rates of de-1 preciation approved for EDISON by the Michigan Public Service Commi,ssion. Upon receipt of such payment, the Cooperative shall execute such instruments as may be necessary to perfect the ownership interest to which EDISON is re- ~ stored hereunder. If such written notice is not given wi. thin such five year period, such Cooperative shall rei:ain the portion of its ownership interest which resulted from the additional investment made by the Cooperetive under this subsection. 5.3.3 Unilateral Delav. In the event EDISON decides not to have FERMI 2 in Commercial Operation by December 1, 1980, because of (1) the avail-ability of more economical Capacity and Energy to EDISON from other sources, or (2) because EDISON no longer requires the Capacity and Energy from FERMI 2, EDISON shall, upon written O request from NORTHERN or WOLVERINE, or both and..

~.. subject to app'ropriate regulatory approval, sell to NORTHERN or WOLVERINE, or both, be-ginning with the scheduled Commercial Opera-tion Date, December 1, 1980, of FERMI 2 (as may be extended by all intervening events of " force majeure"), the amount of Capacity and Energy Entitlement equivalent to the ratio of the in-vestment by the Cooperative to the total esti-mated cost of FERMI 2 applied to the estimated Net Energy Outpiit of FERMI 2, all taken as of the date of cessation of construction. The rate, subject to FPC jurisdiction, for such sale shall be based upon EDISON's average

costs, excluding FERMI 2,

as determined in Appendix F. Such sale shall continue until the Commercial Operation Date of FERMI 2, unless cancelled sooner by mutual agreement of the Parties. EDISON shall save and hold the Co-operatives harmless from increases in Cost of Construction of FERMI 2, including interest associated with the Cooperatives' twenty per-cent ownership interest, occasioned by EDI-SON's unilateral delay for either of the rea-sons stated above. In the event that such uni-lateral delay and any subsequent delays occasioned by events of " force majeure," amounts to a period of five years from the time O or zo'so"' a ci toa r==1tias ia =ait ter 1 delay, the Cooperatives shall have the right to.

L require EDISON to repurchase the Cooperatives' interests in FERMI 2 at a price equivalent to the amounts paid by the Cooperatives to EDISON. The Cooperatives shall have 30 days following the termina tion of said five-year period to notify EDISON of their interest to exercise said right. EDISON shall have a further six months f rom the receipt of such notice to com-plete all arrangements necessary for and aris-ing from the purchase of the Cooperatives' interests. Upon comple tion of such arrange-ments by EDISON, the Cooperatives shall execute all convvances and other documents required to convey c et their interests to EDISON, free from lien or any other encumbrances, and all duties, rights and obligations of the parties under this Participation Agreement and any re-lated agreements shall be terminated. Notwith-standing the provisions of Section 16.1, and provided no notice of def ault for nonpayment has been given pursuant to Article XV, any dis-pute arising between the Parties with respect to cause of delay pursuant to this Section 5.3.3 shall be resolved by arbitration in accordance with the provisions of Article XVII. 5.3.4 Supply of Power. With respect to any sales under Sections 5.3.2 and 5.3.3, EDISON shall be enti tled to charge just and reasonable rates.

for servi:e hereunder and shall have the right to file such rates with appropriate regulatory authorities and' to collect increased rates in accordance with applicable regulations pending final determination of the rates or charges in any ra te proceeding relating thereto without further agreement by NORTHERN or WOLVERINE. The latter shall have the right to protest such rates or charges and participate in any pro-ceeding in whid such rates or charges are in issue. 5.3.5 Nonexclusive Remedies. All rights of NORTHERN and WOLVERINE and all obligations of EDISON provided for in Sections 5.3.2 and 5.3.3 of O this ^ereement are in addition to the riehe of NORTHERN and WOLVERINE and all obligations of EDISON arising under or pursuant to any other section hereof, including, wi thou t limi ta ti.on Sec tion 5.3.1. 5.4 Information. EDISON shall make all reasonable effort to inform the Cooperatives as to planning during the pro-i gress of construction, completion, operation and mainte-nance of FERMI 2. The Cooperatives may request, and EDI-SON shall provide, additional information or reports con-cerning FERMI 2, or this Agreement, as reasonably required by either Party. Any additional costs of fur-nishing such information or reports shall be paid for by the requesting Party. *" n u r

OPERAT NG GEMENTS a 6.1 Authority for Operation and Management. EDISON shall have sole authority to manage, control, maintain and operate FERMI 2, and shall take all steps which it deems necessary or appropriate for that purpose. For the pur-poses and duration of this Agreement, NORTHERN and WOL-VERINE irrevocably appoint to EDISON to act as their

agent, and EDISON accep'ts such appointment, in all activities required for the c.peration and management of FERMI 2.

6.2 Scheduling and Di spa tching. EDISON shall have sole { authority for the hourly scheduling and dispatching of O rzaar.2 sea t tica, in ccord nce wita zorSon =ca d=1-ing and dispatching practice. 1 It is the intent of EDISON to operate FERMI 2 as a base load unit whenever possible. However, operating condi-l tions may require a reduction in output of FERMI 2 to meet changing system load. In the event, and only in the event, EDISON voluntarily ceases to operate or reduces output from FERMI 2 because of the availability of lower cost Capacity and Energy from other sources EDISON shall make available to NOR-THERN and WOLVERINE Capacity and Energy. The amount of such Capacity and Energy made available in each hour shall be the amount of Capacity and Energy -

a l whi<:h FERMI 2 could reasonably be anticipated to provide to NORTHERN and WOLVERINE, had its output not been re- ,duced, giving due consideration to the historic CLpacity factor for FERMI 2, minus any amounts actually provided by FERMI 2. The cost of such Capacity and Energy shall, when added to the cost of any generated at FERMI 2, be equal to the estimated cost that would have been incurred if FERMI 2 were continued in operation as a base load unit, giving due consideration to the historic Capacity factor of FERMI 2. 6.3 Capacity and Enerev Entitlements. EDISON and the Co-operatives shall be entitled to 80% and 20%, respec-tively, (or such other percentages as may be established under the terms of Section 5.3.2), of the Net Energy Out-put of FERMI 2 at the point of delivery which shall be at the low voltage side of the generator transformer. 6.3.1 As promptly as practicable, after the end of each month, EDISON shall render to NORTHERN and WOLVERINE a sta temen t se tting forth appro-priate data as may be needed for operating re-ports and records. 6.3.2 NORTHERN's and WOLVERINE's Capacity and Energy Entitlements shall commence with the Commer-cial Operation Date of FERMI 2. 6.3.3 Test Enerov. Net Energy Output prior to the Commercial Operation Date of FERMI 2 shall be O. _....

classified as test energy. The Cooperatives ] shall be entitled to twenty per cent (20%) of such te st energy. EDISON shall purchase the Coopera tive s' enti tlement at a price equal to EDISON's average cost of energy from its coal fired units on any particular day on which such test energy is generated from FERMI 2. 6.4 Capacity Not Needed by the Cooperatives. To the extent the Cooperatives' participation in the ownership and out-put of FERMI 2 is not required to supply their own loads, EDISON shall have the obligation to purchase the Planned Excess capacity as set forth in Section 6.4.1 hereof and the option to purchase the Unplanned Excess Capacity as set forth in Section 6.4.2 hereef. 6.4.1 Planned Excess Capacity EDISON shall be obli-gated to purchase portions of NORTHERN's and WOLVERINE's Capacity and Energy from FERMI 2 in accordance with Appendix G which sets forth the percentage of Capacity and Energy to be sold by j periods. The cost of such Capacity purchased by EDISON, subject to FPC jurisdiction, shall be based upon the average fixed charges (calcu-lated in accordance with Appendix E) of EDISON and NORTHERN and WOLVERINE applied to the net investment in FERMI 2, excluding Nuclear Fuel, of NORT3ERN and WOLVERINE. Data necessary to establish the average fixed charges shall be O...__..__._.. e,.y._-. --.,v,9, e- --+,,-.m.,- ,.9-w g., ,,,..____..__.,.y _..c.__,m

provided by all the Parties annually, in ad-vance, based on estimates derived f rom the most recently compiled data. Data necessary to establish the net investment shall be provided to EDISON by NORTHERN and WOLVERINE. Such estima tes shall be adjusted following each l calendar year in order to give effect.to actual costs incurred and actual net investment. The Cooperatives shall be relieved of the portion of Operating Costs applicable to the Capacity and Energy purchased by EDISON under this sub-section and EDISON shall pay NORTHERN and WOL-VERINE for the Energy costs assoc.iated with this Capacity. Such Energy Costs shall consist O of grogerir a11ocated fue1 e eense, inc1=eine spent fuel storage costs, fuel reprocessing j costs, fuel disposal costs, other fuel cycle costs, and EDISON's. 6.4.2 Unplanned Excess Capacity. In the event that NORTHERN and WOLVERINE determine that they do not require the fu11 amount of their Capacity and Energy Entitlement for their members and I consumers, EDISON shall have the first right to purchase such excess capacity and Energy on the same terms as provided above in Section 6.4.1 of this Agreement. In the alternative, such excess Capacity may be exchanged for intermedi-Q ate or peaking

capacity, on terms to be,- - _ - - - - -

r -- --- - -- - :- --- =-~ u : - ::

developed, if such exchange is mutually advan-tageous to all the Parties. In determining the 1 unplanned excess capacity, NORTHERN and WOL-VERINE may allocate generating units on their system, excluding FERMI 2, to others. 6.5 Operating Reserve and Reactive Power. The Cooperatives shall be responsible for any incremental operating reserve requirements due to their participation in FERMI 2. In the event the Cooperatives do not have adequate operating reserve capacity, such capacity may be pur-chased from EDISON. Unless otherwise mutually agreed, the Cooperatives shall provide the reactive power requirements of their own electric systems. C 6.6 Operations Management. EDISON, as sole manager of FERMI 2, shall take all steps which it deems necessary or appropriate for the operation of FERMI 2 in a manner con-sistent with prudent practice of nuclear power plant I operations in the electric utility industry, which may [ include the following: 6.6.1 Execute, administer, perform and enforce (in-cluding renegotiation and settlement) all con-tracts, contrac tual obligations and arrange-seents, acting as principal on its own behalf, and as agent for NORTHERN and WOLVERINE, for Operating Work, including, without limitation, any and all warranties on equipment, facili-

ties, materials and services furnished

. _ -. -._____._ _ _ _ _.,._ __._... _ ___ _- 29 -_.. _. - - _ _ _ _ _ - - -

pursuant to any such contracts; without limit-O. ing the effect of the foregoing, at be tween NORTHERN and WOLVERINE and EDISON, EDISON shall use its best ef forts to assure that NORTHERN and WOLVERINE receive their proportionate share of the benefits and rights EDISON is en-titled to under all contracts, leases and agreements, other than financing arrangements, be tween EDISON and any third parties relating to FERMI 2 as if NORTHERN and WOLVERINE were joint signatories and joint obligees/obligors of such contracts, leases, and agreements. 6.6.2 Make all decisions with respect to Capital Im-provement. 6.6.3 , Comply with (1) any and all laws applicable to the performance of Operating Work and Capital Improvements for FERMI 2, including without limitation all applicable laws, rules and regu-lations for protection of the environment and all applicable provisions of any worker's com-pensation laws, and (2) the terms and condi-tions of any

contract, permit or license relating to FERMI 2; 6.6.4 Purchase and :rocure, through any and from any source it may select, in the name of NORTHERN and WOLVERINE with undivided interests as tenants in common in accordance with their O _

ownership interests, the equipment, apparatus, machinery, tools, services, materials and sup-plies and emergency spare parts necessary for the performance of Operating Work and Capital Improvements; 6.6.5 Expend funds in accordance with the terms and i conditions of this Agreement; 6.6.6 In accordance with the Uniform System of Ac-

counts, keep and. maintain such records in appropriate accounts of monies received and ex-pended, obligations incurred, credits accrued, the conduct of Operating Work, making of Capi-tal Improvements, and of contracts entered into in the performance of Operating Work as may be O

necessary or useful in carrying out this Agree-ment or required to permit an audit of the operating Work and Capital Improvements relat-ing to FERMI 2, and make such records available i ,for inspection: 6.6.7 Arrange for the placement and maintenance of Operating Insurance; 6.6.8 Assist any insurer in the inve s tiga tion, ad-justment and settlement of any loss or claim ~ I covered by Operating Insurance; 6.6.9 Present and prosecute claims against insurers and indemnitors providing operating Insurance t or indemnities in respect of any loss of or j O damage to any property of FERMI 2 or liability j I l l !

O-or ** caoe r tiv === ** ira 9 ret co r a dr an indemnity agreement, and to the extent that such loss, damage or liability is not covered by Operating Insurance or by any indemnity agreement, present and prosecute claims there-for against any parties who may be liable thereforr 6.6.10 Investigate, adjust, defend and settle claims by third parties against either of the Coopera-tives or both and EDISON, arising out of or attributable to Operating Work or capital Improvements, or the past or future performance or non-performance of the obligations and duties of either the Cooperatives or EDISON, under or pursuant to this Agreement, including but not limited to any claim resulting from death or injury to persons or damage to proper-ty, When such claims are not covered by valid and collectible Operating Insurance carried by EDISON or either NORTHERN or WOLVERINE; and, whenever and to the extent reasonable, present and prosecute claims against any third party, including insurers, for any coats, losses and i damages incurred in connection with such claims; 6.6.11 In the event of an operating curtailment or emergency, take such action as EDISON, in its.

sole discretion, may deem prudent or necessary O. to terminate the operating curtailment or emer-gency, so as (1) to preserve and maintain the safety and operability of FERMI 2, (2) to pro-tect the health and safety of the public, or (3) to minimize any adverse environmental effects. 6.7 Mutual Assistance. The Cooperatives shall lend and be properly reimbursed for.all necesscry and available assistance as may be requested by EDISON in the perfor-mance of Operating Work and shall advise EDISON and each other immediately of any incident or litigation af fecting their further participation in this Agreement. O l l l l l~ t l l l l l l I l 0.

l ARTICLE VII OPERATING COSTS 7.1 Definition. For the purpose of this Agreement, Operating Costs shal1 mean all operation and maintenance costs and related taxes incurred by EDISON attributable or alloc-able to FERMI 2 and properly recordable in accordance with the Instructions and in appropriate Accounts as set forth in the Uniform System of Accounts. These costs i will include production expenses (including Nuclear Fuel lease payments, if any), production supervision, insur-ance and liability payments, employee pensions and bene-fits, payroll and other taxes and appropriate allocations j of expenses c1assified as administrative and general ex-O venses. Such administrative and eenera1 exeenses includ-ed in Accounts 920-932 of the Uniform System of Accounts (af ter being reduced by the cost of employee pensions and l benefits included in Account 926 and by the credit in-cluded in Account 922 for administrative and general ex-penses capitalized) shall be allocated to FERMI 2 by ap-plying a percentage factor derived by dividing the Operation and Maintenance Expenses for FERMI 2 by EDISON's total Operation and Maintenance Electric Ex-penses included in Accounts 500-916, except fuel, pur-chased power and interchange expenses, including the Co-operatives' share of FERMI 2 Operation and Maintenance Expenses. The sum of these expenses attributable or allocable to FERMI 2 shall be shared by EDISON and NOR-Q THERN and WOLVERINE in proportion to their ownership { ;

interests, except to the exter.: NORTHERN and WOLVERINE O r 12 v d o' >=retaa or==ch => a

aa r 5 ctioa

6.4.1 and 6.4.2. 7,2 Payment. Payment for Operating Costs (excluding amorti-zation of Nuclear 1Jel Investment or other advance pay-ments by the Cooperatives) and capital Improvements shall be made as follows: 7.2.1 On the fif teenth of each month, EDISON shall furnish the Cooperatives an invoice showing the current estimate'of Operating Costs and Capital Improvements required for the following month. 7.2.2 These invoices shall be paid by the Coopera-tives so that EDISON will receive the funds by the tenth of the following month or the first working day thereafter if the payment date falls on other than a working day. 7.2.3 Adjustments for the difference between the es-timated costs and actual costs shall be made on the invoice submitted for the following month. l 7.2.4 All payments shall be made payable to The Detroit Edison Company and shall be sent to The Detroit Edison Company, Attention: Treasurer, 2000 Second Avenue, Detroit, Michigan 48226, or by wire transfer to a bank designated by EDI-SON. l 7.2.5 Any payment not made on or before the due date i set forth in Section 7.2.2 shall constitute an O

act of default under Article XV herein. 7.3 Estimates. Estimates of monthly operating costs of FERMI i

2. for the immediate calendar year shall be, prepared by EDISON and submitted to the Cooperatives prior to the beginning of such calendar year.

Such estimates shall reflect scheduled refuelings of the unit and Capital Im-provement costs, and will be subject to revision periodi-cally to reflect more current information. 7.4 Retirement - Units of Property. EDISON shall have sole authority in decisions re'garding Units of Property re-tired from service. Cost of removal and salvage credits, if any, will be shared by the Parties in proportion to their respective ownership interests. O l l l l l 0 l l

ARTICLE VIII POLLUTION CONTROL FACILITIES 8.1 Current Pollution Control Proiects. With respect to (i) the pollution control facilities related to FERMI 2 which are the subject of a certain Installment Sales Contract dated as of June 1, 1973 (the "1973 Contract") between the County of Monroe, Michigan (the " Municipality") and EDISON (such. pollution control f acilities being defined in the 1973 Contract as the'" Project"), and (ii) the pol-lution control facilities related to FERMI 2 which are to be the subject of a certain proposed Installment Sales Contract to be dated as of March 1, 1977 (such proposed contract or a substantially similar contract being here-inaf ter called the "1977 Contract") between the Munici-l pality and EDISON (such pollution control facilities being defined in the 1977 Contract as the " Project"), EDISON shall convey to NORTHERN and WOLVERINE at the closing hereunder, in lieu of their respective undivided g ownership interests as set forth in Section 2.1 in the pollution control f acilities comprising or to comprise t { such Projects, ownership interests in EDISON property I other than FERMI 2 property (the " Substituted Property," more fully described and identified in Appendix B-1), equivalent in value to at least 20% of the total e s t i =- mated Cost of Construction of the pollution control facilities which are the subject of both the 1973 Con-tract and the 1977 Contract, by instrument conveying 56.10% of the Substituted Property to NORTHERN and 43.9% of the Suostituted Property to WOLVERINE. Immediately --_-

O. ratiowins the =lo ins, the cooeerative h 11 conver acx e to EDISON the Substituted Property subject to the first security interest of either National Rural Utilities Co-operative Financing Corporation (CFC) or the United States of America from which the Cooperatives are obtain-ing their financing for this transaction, with such security interest being discharged by whichever of the following events occurs sooner: Conveyance by EDISON to the Cooperatives of their respective undivided ownership interests as set forth in Section 2.1 in the pollution control facilities, free of lien, or repayment of the Rural Electrification Administration guaranteed loans, unless such repayment resulted from or was related to foreclosure or similar action under the mortgage of the Cooperatives to the United States of America., In addi-tion, EDISON shall convey to NORTHERN and WOLVERINE their respective undivided ownership interests as set forth in Section 2.1 'in EDISON'S rights (but not its obligations or liabilities excep't as otherwise provided herein or otherwise agreed to by the Parties) under the 1973 Con-tract and the 1977 Contract. Immediately after the Completion Date (as defined in the 1973 Contract) EDISON shall exercise its option under l l Section 8.09 of both the 1973 and the 1977 Contracts, and shall thereupon convey to NORTHERN and WOLVERINE undivid-l ed ownership interests, as set forth in Section 2.1, in the related Projects defined in such Contracts by deli-l very of a Limited Warranty Deed and Bill of Sale (subject a 38 -

to Permitted Encumbrances, including the security in-terests and mortgage referred to in such Section 8.09, and the lien of the Mortgage and Deed of Trust dated as of October 1, 1924 from EDISON to Bankers Trust Company, as amended, modified and supplemented). In the event that the 1977 Contract is not entered into, EDISON shall con-vey to NORTHERN and WOLVERINE undivided ownership in-terests as set forth in Section 2.1 in the pollution con-trol facilities which.were to have comprised the Project under the 1977 Contract by delivery of a Limited Warranty Deed and Bill of Sale (subject to Permitted Encum-brances). In the event of EDISON'S default in making payments due and owing under either the 1973 Contract or the 1977 Contract, or both, which def ault is not remedied ~ O within so days, the Coogeratives sha11 have the ortion =o make such payments, and EDISON shall thereupon convey to the Cooperatives an additional undivided percentage ownership interest in FERMI 2, to be derived from the relation which the total amount of the payments made by the Cooperatives bears to the total cost of construction of FERMI 2. 8.2 Future Pollution Control Projects. EDISON shall have the right to enter into any arrangement, solely on its own behalf or, subject to the consent of the Administriator of the Rural Electrification Administration, on behalf of itself and NORTHERN and WOLVERINE, for the purpose of financing pollution control facilities to be used for purposes of FERMI 2 through the issuance by the Munici-pality or any other appropriate political body, agency or _ 39 _ l

subdivision within the State of Michigan of pollution control revenue bonds, the interest on which is intended to be exempt from federal income taxes. In the event that EDISON elects to undertake any such transaction,. NORTHERN and WOLVERINE hereby agree to cooperate with EDISON and to take or cause to be taken any and all action required on their part to consummate any such trans-

action, including, without limitation, executing and delivering contracts, conveyances and other instruments and documents, and consenting to and permitting liens and encumbrances comparable to those permitted or contem-plated by the 1973 and 1977 Contracts.

O O l. -. - ~ _.. _.

ARTICLE IX ~ GENERAL CONDITIONS 9.1 Agency. For the purposes and duration of this Agreement and to the extent of their proportion of ownership interest in FERMI 2, NORTHERN and WOLVERINE hereby ir-revocably appoint EDISON their agent, and EDISON accepts such appointment, in connection with FERMI 2 and all re-lated f acilities, to act on their behalf in the planning, design, licensing, cons truc tion, completion, operation, maintenance, retirement and disposal of FERMI 2 and aut-horize EDISON in the name and on behalf of NORTHERM and WOLVERINE to take all' reasonable actions which, in the discretion and judgment of EDISON, are deemed necessary or advi' sable to effect such planning, design, licensing, construction, completion, ope ra tion, maintenance, re-tirement and disposal of FERMI 2, including without limitation the following: l 9.1.1 The making of such agreements and modifications of existing agreements, other than this Agree-ment, and the taking of such other action as EDISON deems necessary or appropriate, in its sole discretion, or as may be required under the regulations or directives of the Nuclear Regulatory Commission, or such other regula-tory agencies having jurisdiction, with re-spect to the construction and completion of FERMI 2 for commercial service, the procure-O sent, replacement, modification or renewal of... y

all or any part thereof, and if necessary, the re tiremen t, disposal of and salvaging of any i part thereof, whether before or af ter comple-tion. \\ 9.1.2 Except as provided in Section 9.4 and Section 9.5, the execution and filing with the Nuclear Regulatory Commission or such other regulatory 1 agency having jurisdiction of applications, amendments, reports and other documents and filings in, and 'in connection with, licensing and other regulatory matters with respect to FERMI 2. 9.1.3 The receipt, on behalf of NORTHERN and WOLVER-INE, of any notice or other communication f rom the Nuclear Regulatory Commission and all other regulatory agencies having jurisdiction, as to any licensing or other regulatory matter, in-volving FERMI 2. 9.1.4 EDISON shall have no liability to NORTHERN or WOLVERINE for any loss, damage or expense suffered by NORTHERN or WOLVERINE or for any damage to their interests in FERMI 2 or any portion of FERMI 2 arising out of or resulting from any action taken or failed to be taken by EDISON or any employe of EDISON pursuant to this Section 9.1, unless such loss, damage or expense results from the villful misconduct of EDISON or any of its emploies. O.: -

.7* ' O. 9.1.5 In the event EDISON, in - performance of its duties within the scope of its agency, incurs any liability to any third party for which the Parties are liable under this Section 9, any I amount paid by EDISON on account of such lia-bility shall be considered Cost of Construction or Operating Costs (as charged af ter the Com-mercial Operation Date) and apportioned among the Parties in accordance with their ownership interests, taking into account any amounts paid directly to the third party by either EDISON, NORTHERN or WOLVERINE. 9.2 Cooperation. EDISON and NORTHERN and WOLVERINE shall co-O operate with each other in all activities relating to FERMI 2, including, without limitation, the filing of ap-plications for au thoriza tions, permits or licenses and the execution of such other documents as may be reason-ably necessary to carry out the provisions of this Agree-ment. Without EDISON's written consent, the Cooperatives shall not 1"ncur any obligation which would or could obli-gate EDISON to any third party. 9.3 Alienation and Assignment. The FERMI 2 project is an I integral part of the facilities required by each Party to provide service to its respective consumers. It is recognized that physical division of FERMI 2 or any part thereof would be inconsistent with the purposes of this Agreement. It is essential that FERMI 2 and its facili-ties remain in service under the ownership arrangement

• i.

Provided herein or as part of the facilities of one of the Parties to this Agreement so long as such plant and facilities are used or useful for utility service. In furtherance thereof:. ~ 9.3.1 Except for EDISON's right to convey a portion of its ownership to another, no Party shall have the right, without the written consent of each of the other Parties, which consent shall not be withheld unreasonably, to sell transfer or assign any right, title or interest in or create any lien or encumbrance on any facili-ties or part of FERMI 2 not presently su5)ect to such lien or encumbrance, but no such O consent sha11 be reeuired in the fo110 wine cir-cumstances: 9.3.1.1 For a Party to mortgage its interest in FERMI 2 to secure bonds or other obligations issued or to be issued by it; or l 9.3.1.2 For a Party to convey its interest to any corporation or other entity ac-quiring all or substantially all of the assets of the Party making the transfer, upon receipt by the trans-feree of all necessary governmental approvals; or ] 9.3.1.3 For a Party to convey its interest to any corporation or other entity into l l i no n

. i 4 which or with which it is merged or consolidated, upon receipt by the transferee of all necessary govern-mental approvals; or 9.3.1.4 For a Party t.o convey its interest to any corporation or other entity into which or ownership of which is wholly owned by the Party making the trans-fer. 9.3.2 The transfer,. conveyance or assignment of its interest shall not relieve a Party of any obli-gation except to the extent agreed to in writ-ing by each other Party. 9.3.3 Nothing in this Agreement, express or implied, is intended to confer upon any person, corpora-tion or entity other than the Parties hereto, their successors and assigns, any rights or remedies under or by reason of this Agreement. 9.4 Approvals. The Parties shall use their best efforts to obtain as quickly as possible all requisite governmental and regulatory approvals of the consummation of the transactions contemplated hereby. No Party shall be obliged to seek renewal of any license or operating authority beyond the initial forty year term of the operating license. 9.5 Licensees. If required, NORTHERN and WOLVERINE, at their own expense and with informational assistance provided by L -m

o EDISON, will seek to and become licensees of the Nuclear ~ Regulatory Commission or such other regulatory agencies having jurisdiction over the licensing of FERMI 2. Should either NORTHERN or WOLVERINE fail to obtain the necessary approval or license as may be required by NRC or other regulatory agency prior to the Commercial Opera-tion Date, all payments made by NORTHERN and/or WOLVERINE to EDISON hereunder shall be refunded in full; and the ownership interest shall revert to EDISON. 9.6 Access. Of ficial representatives of NOR*HERN and WOLVER-INE and its designees shall have the right upon reason-able notice to enter upon and into the FERMI 2 Plant Site subject to the rules and regulations of governmental O regulatory bodies having jurisdiction thereof, and sub-ject to reasonable

safety, insurance and industrial security requirements.

9.7 Condi tion s Precedent to Edison's Oblications Hereunder. All obligations of EDISON under this agreement are sub-l ject to the fulfillment, prior to or at the closing of l each of the.following conditions (or the waiver in writ-ing of such conditions by EDISON); 9.7.1 EDISON shall not have discovered any material error, misstatement or omission in the repre-sentations and warranties made by NORTHERN and WOLVERINE in this Agreement. 9.7.2 'JORTHERN and WOLVERINE's representations and warranties contained in this Agreement shall be deemed to have been made again, at and as of the tir.e of the closing and shall then be true

O-in all material respects; NORTHERN and WOLVER-INE shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the closing; EDISON shall have been furnished with certificates signed by the principal of ficers of both NOR-THERN and WOLVERINE, dated the date of the closing, certifying in such detail as EDISON may request to the fulfillment of the foregoing conditions. 9.7.3 The purchase money required to be paid by NOR-THERN and WOLVERINE to EDISON at the closing shall be in immediately available funds. 9.7.4 There shall. be in effect loan contracts and Rural Electrification Administration loan guarantees for providing for loans to NORTHERN and WOLVERINE of at least two hundred million dollars ($200,000,000) for financing their ag-gregate ownership interest in FERMI 2. 9.7.5 EDISON shall have received satisfactory ac-counting and ratemaking recognition by the Michigan Public Service Commission of any tax expense attributable to this transaction which may be required to be recognized by EDISON for Federal income tax purposes as a consequence of O deductions associated with the construction of FERMI 2 which were claimed in prior years and passed through to EDISON's customers. -n -

9.8 Conditions Precedent to NORTHERN's and WOLVERINE's Obli-cations Hereunder. All obligations of NORTHERN and WOL-VERINE under this Agreement are subject to the fulfill-

ment, prior to or at the closing, of each of the following conditions (or the waiver in writing of such conditions by NORTHERN and WOLVERINE) :

9.8.1 NORTHERN and WOLVERINE shall not have discover-ed any material error, misstatement or omission in the representations and warranties made by EDISON in this agreement. 9.8.2 EDISON's representations and warranties con-tained in this Agreement shall be deemed to have been made again at and as of the time of O the closing and shall then be true in all material respects; EDISON shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the closing and NORTHERN and WOLVERINE shall have been furnished with a certificate of the President or a Vice President of EDISON, dated l-l the date of the closing, certifying in such de-tail as NORTHERN and WOLVERINE may request to the fulfillment of the foregoing conditions. 9.8.3 There shall be in effect loan contracts and Rural Electrification Administration loan guarantees providing for loans to NORTHERN and _ _ _ _ _

O-wotv= azar or t te t two hunar a 1111oa aot-lars ($200,000,000) for financing their aggre-gate ownership interest in FERMI 2. ~ 9.9 Conditions Precedent to the Respective Obligations of EDISON and NORTHERN and WOLVERINE. The respective obligations of EDISON and NORTHERN and WOLVERINE here-i under

are, unless waived in writing by EDISON and NORTHERN and WOLVERINE prior to or at the closing, sub-ject to the further conditions that:

9.9.1 All requisite governmental and regulatory approvals of the execution *, delivery and per-formance of this Agree;nent,' the consummation of the transactions contemplated hereby between EDISON and NORTHERN and WOLVERINE, and the re-lease by Bankers Trust Company of New York as Trustee under EDISON's Mortgage and Deed of Trust dated as of October 1, 1924, as supple-mented, of the interest in FERMI 2 to be con-I veyed to. NORTHERN and WOLVERINE hereunder from the lien of such Indenture, shall have been received. 9.10 REA Approval. No amendment to this Agreement shall be-come ef fective until approved by the Administrator of the Rural Electrification Administration. 9.11 Amendments. This Agreement may be amended by and only by a written instrument duly executed by each of the Parties hereto. -

9.12 Successors and Assions. This Agreement shall inure to tihe benefit of and be binding upon EDISON and NORTHERN and WOLVERINE and their respective successors. This agreement shall inure to the benefit of and be binding upon the assigns of EDISON and NORTHERN and WOLVERINE when such assignment is made in accordance with the pro-visions of Section 9.3 above. 9.13 Binding Obligations. All of the respective covenants and obligations of: (1) NORTHERN, WOLVERINE and EDISON; (2) All mortgagees,. trustees and secured parties under all present and future mortgages, indentures and deeds of trust, and security agreements which are or may become a lien upon any of the interests of the Parties, in FERMI 2; provided, however, that such covenants and obligations shall become binding upon such Parties only at the time of taking possession; (3) All receivers, assignees for the benefit of credi-tors, bankruptcy trustees and referees of the Par-ties; and l (4) All other persons, firms, partnerships or corpora- .tions claiming through or under any of the fore-going; shall be covenants and obligations running with the Par-ties respective rights, titles and interests in FERMI 2 and in, to and under this Agreement, and shall be for the 9 benefit of the respective rights, titles and interests of the Parties and their respective successors and assigns,

O' ta aa to rzaar 2-ze i th rectric iat aetoa or twi-provision that all such covenants and obligations shall be binding upon any party which acquires any of the rights, titles and interests of either NORTHERN, WOL-VERINE or EDISON in FERMI 2 or in, to and under this Agreement and that all of the above described persons and - groups shall be obligated to use EDISON's or NORTHERN's or WOLVERINE's rights, titles and interests in FERMI 2 and/or in, to or under this Agreement for the purpose of discharging its covenants and obligations under this Agreement. 9.14 "AS IS" SALE. FERMI 2 is to be sold "AS IS" and "WHERE l IS." TDISON makes no representation or warranty whatso-ever in this Agreement, expressed, implied or statutory, including, without limitation, any representation or war-ranty as to the value, quality, c,ondition, saleability, obsolescence, merchantability, fitness or suitability for use or working order of any of FERMI 2, nor does EDISON represent or warrant that the use or operation of FERMI 2 will not violate patent, trademark or service mark rights of any third parties. NORTHERN and WOLVERINE are willing to purchase FERMI 2 "AS IS" and "WHERE IS" and in accordance with the terms and conditions of this Agreement. Notwithstanding the foregoing NORTHERN and WOLVERINE shall have the benefit, in proportion to their ownership interest of all patent, trademark, and service mark rights running to EDISON in connection with FERMI 2. O' 9.15 Destruction.

9. 15.1 If. FERMI 2 or any portion thereof should be damaged or destroyed to the extent tha t the cost of repairs or reconstruction is estimated to be covered by the aggregate amount of in-surance coverage (including any deductible) carried pursuant to Article XI hereof, and covering the cost of such repairs or recon-struction, then EDISON shall cause such repairs or reconstruction to be made so that FERMI 2 shall be restored to substantially the same general condition, character or use as existed prior to such damage or destruction, and EDISON and NORTHERN and WOLVERINE shall share the cost not reimbursed by insurance in proportion to their ownership interests.

9.15.2 If FERMI 2 or any portion thereof should be damaged or destroyed to the extent that the l cost of repairs or reconstruction is estimated to be more than the aggregate amount of in-surance coverage (including any deductible) carried and covering the cost of such repairs or recons truc tion, then, if EDISON elects to repair and reconstruct FERMI 2 and upon agree-ment of EDISON and NORTHERN and WOLVERINE, EDI-l SON shall cause such repairs or reconstruction O to se m d-nd roIsoN nd aoararas nd wot-VERINE shall share the costs of such repairs or l l l N

O reconstrucuon noe rei.sursed 3, insurance, in proportion to their ownership interest; pro-vided, however, that: (a) if both WOLVERINE and NORTHERN elect not to join EDISON in repairing and recon-structing FERMI 2, then EDISON shall pay WOL-VERINE and NORTHERN, individually, a price equal to their respective ownership interests of the salvage value (as defined in the Uniform System of accounts) (the " Salvage value") thereof and WOLVERINE and NORTHERN will trans-fer their ownership interests to EDISON, and this Agreement shall be deemed to have expired O = to =uch rei =- (b) if either WOLVERINE or NORTHERN elect not to join EDISON in repairing and recon-structing FERMI 2 (said party so electing being hereinafter called the " Retiring Party"), then the Party (the "Non-retiring Party") not so l l electing shall have the following options: 1 (1) Not to,* pay to the Retiring Party any portion of its ownership interest of the Salvage Value, in which event EDISON shall pay the Retiring Pa. ' y a price equal to such Salvage Value, the Retiring Party shall transf:er its ownership interest to EDISON, and this Agreement shall be deemed to have expired as to such Party. In this -- -.: ?? ~.

.1 j j ~ O event, EoISoN and the Non-retirin, Party shall share the cost of repairing and re-constructing FERMI 2 in proportion to their ownership interests after the transfer provided for in the preceding sentence, or (2) to pay to the Retiring Party the portion of the Retiring Party's ownership interest of the Salvage value represented by A in the following equation: A

• B+C Where:

A= the Non-retiring Party's ownership interest in FERMI 2 after transfer of the Retiring Party's ownership interest B= the Non-retiring Party's ownership interest in FERMI 2 before transfer of the Retiring Party's ownership interest l C= EDISON'S ownership in-terest in FERMI 2 before transfer of the Retiring Party's ownership in-terest. O =otso" =h tt 5 r to th " tirias ' rty the balance of the Retiring Party's ownership I k -M._.___..._._,_.._.._______,

interest in the Salvage Value. If the Non-retiring Party exercises this option, then (i) when the payments by EDISON and the Non-retiring Party are made, then the Retiring Party shall trans-fer its ownership interest to EDISON and the Non-retiring Party, in pro-portion to their respective payments therefor, and this Agreement shall be deemed to have expired as to such Party, and O (11) zorSos eaa en- "oa-rettrias Party shall each contribute to the cost' of the reconstruction and re-pair of FERMI 2 in proportion to their ownership interests after such transfer. I 9.16 Force Maieure EDISON and NORTHERN and WOLVERINE shall not be liable or responsible for any delay in the performance or, the ability to perform, any duty or obligation required by { this Agreement in the event of a force majeure occur-rence. The obligation to pay money in a timely manner is absolute and shall not be subject to the force majeure provisions. Force majeure as used herein shall mean, without limitation, the following: acts of God, strikes, lockouts or other industrial disturbances; acts of public

.I O~ enemies; orders, or absence of necessary orders and,er-mits of any kind which have been properly applied for, fr'on the government of the United States, or from the State of Michigan, or any of their departments, agencies or officials, or from any civil or military authority pertaining to FERMI 2; insurrections; riots; extraordi-nary delay in transportation; unforeseen soil conditions; equipment, material, supplies, labor or machinery shor-tages; epidemics, land sli'de s, lightning, earthquakes, fire, hurricanes, tornados, storms, floods, washouts, j

drought, arrest, war, civil disturbances, explosions, breakage or accident to machinery, transmission lines, pipes or canals; partial or entire failure of utilities; O

breach of contract by any supplier, contractor, subcon-tractor, laborer or material man, other than EDISON; sabotage, injunction, blight, famine, blockage; quaran-tine; or any other similar cause or event not reasonably within the control of EDISON. EDISON and/or NORTHERN and/or WOLVERINE suf fering an occurrence of force majeure shall remedy with all reasonable dispatch the cause or causes preventing EDISON and/or NORTHERN and/or WOLVERINE from carrying out their agreements; provided, that the settlement of strikes, lockouts and other industrial dis-turbances shall be entirely within the discretion of EDI-SON, and it shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is unfavorable, in the judgment of EDI-SON. . h

Q-9.17 No Adverse Distinction. EDISON shall not, in the con-struction and operation of FERMI 2, make any adverse dis-tinction between FERMI 2 and any other generating unit in which it has an interest because of its co-ownership of FERMI 2 with NORTHERN and WOLVERINE. l O I l l I l l l O, l [

ARTICLE X ~ TAXES 10.1 It is understood and agreed by and between EDISON and the Cooperatives that EDISON shall have complete authority and responsibility for administering, coordinating, fil-ing returns, paying, seeking official tax rulings or determinations, and other related functions pertaining to all taxes, payments in lieu of taxes, assessments, im-posi tions, charges and related costs of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, settled or pending settlement, including, but not limited to, property, sales, use and payroll taxes, connected with or arising out of the con-struction, ownership, operation, maintenance, altera-tion, repair, rebuilding, use, or decommissioning of FERMI 2 or any part thereof, which are or may be imposed by any Federal, State, local, municipal, interregional, or ' foreign government, or quasi-governmental authority. In connection therewith, the Cooperatives do hereby make and appoint EDISON to be their agent and attorney-in-fact,.to act in their name, place and stead for the pur-pose of filing returns, negotiating, seeking adjustments or revisions, protesting, seeking of ficial tax rulings or determinations, contesting, making application for and claiming any and all exclusions, exemptions, deductions, O credits and elections pertaining to all such taxes, pay-ments in lieu of taxes, assessments, impositions, charges 58_-__,.____ __.

and related costs, but such appointment and agency shall not extend to any act or action af fecting the exemptic~.: of the Cooperatives. The Cooperatives, their subsidi-aries, agents or assigns shall promptly join in any action reasonably required which is consistent with the exercise hy EDISON of the tax authority described herein. 10.2 All such taxes with the exception of income taxes, pay-ments in lieu of taxes, assessments, impositions, charges and related costs that have not been paid at the time of conveyance of an undivided interest in FERMI 2 to the Cooperatives pursuant to this Agreement, or that shall subsequently be determined to be due and payable, shall be shared and borne by EDISON and the Cooperatives ac-cording to their ownership interests as stated in Section O 2.1 (or as otherwise adjusted pursuant to Section 5.3.2). It is understood and agreed that such taxes shall include that portion of EDISON's Michigan. Single Business Tax cost which shall be determined solely by multiplying all " compensation", (as that term is defined in the Michigan Single Business Tax Act) attributable to the construc-tion, operation, maintenance, alteration, repair, re-building, use, or decmenissioning of FERMI 2 by the statutory Michigan Single Eusiness Tax rate. EDISON shall bill such apportioned taxes, payments in lieu of taxes, impositions, charges and related costs to the Co-operatives according to the provisions in Section 7.2. 10.3 The Cooperatives shall be responsible for all sales, transfer and recording fees incurred in connection with

Q-the conveyance to the Cooperatives of an undivided interest in FERMI 2 pursuant to this Agreement. 10.4 Notwithstanding any other provision of this Agreement, EDISON and the Cooperatives do not intend to create here-by at law any joint venture, partnership, association taxable as a corporation, or other entity for the conduct of any business for profit. EDISON shall have the authority at its sole option to elect under Section 761(a) of the Internal Revenue Code of 1954, as amended, to exclude the partnership created for Federal income tax purposes by this Agreement from the application of Sub-chapter K, Chapter 1 of the Code. O e lO 1 i l

.I' ', ~ O' ARTICtE xI INSURANCE 11.1 EDISON shall maintain in force for the benefit of EDISON and the Cooperatives as their ownership interests shall appear, as Cost of Construction or Operating Costs as appropriate, such available insurance as is usually carried by utilities constructing and operating nuclear generating facilities, but'not less than will satisfy the l requirements of the Atomic Energy Act of 1954, as amend-ed, and the regulations thereunder and. conform to prudent utility practice. EDISON shall provide the Cooperatives a schedule of such insurance policies. O 11 1 1 moth soararan aa wotvraraz =a 11 he a = a ia-sured on such insurance policies. EDISON shall furnish NORTHERN and WOLVERINE each with an en-l dorsement to each such insurance policy evi-dencing the addition of NORTHERN and WOLVERINE as additional insureds. Each of such policies shall be endorsed so as to provide that both NORTHERN and WOLVERINE will be given the same advance notice of cancellation or inaterial change as is required to be given to EDISON. EDISON shall keep both NORTHERN and WOLVERINE inforred as to the status of insurance in force l by furnishing a certificate of insurance at the (]~ renewal of such policies and if it does so, EDISON shall not be liable for any f ailure to insure or inadequacy of coverage. - (R -

4 O* 11.1.2 Either NORTHERN or WOLVERINE may request addi-tional insurance to the extent available, and if EDISON and NORTHERN and WOLVERINE agree, EDISON shall purchase such requested insurance as Coat of Construction or Operating Costs as appropriate. If NORTHERN and WOLVERINE and EDISON do not so agree, either NORTHERN or WOL-VERINE requesting such insurance may purchase it at its own expense, or may request EDISON to purchase some insurance at the expense of the requesting Party. The proceeds from any claim arising through such requeste3 additional in-surance shall be disbursed to the party at O whose expense the insurance was purchased. 11.1.3 Any refunds of insurance premiums shall*be al-located among the participating Parties on the same basis as the premium payment allocation from which said refund was derived. 11.1.4 It is understood that there is a limited amount of physical damage insurance (as may be deter-mined by the insurance underwriters) available for property at any one nuclear site. In the i event of damage at the indemnified plant site (as determined by the NRC), exceeding the amount of available insurance, it is agreed l that to the ext <;nt practicable and in the sole I k judgment of EDISON, the insurance proceeds will ry> n. _ _ _ _ o

O. be shared by the Parties to this Agreement and such other parties as may have insurable in-terests at the indemnified plant site on a pro-rata basis based on their relati've insurable interests in the damaged property. In the event parties in addition to the Parties to this Agreement have an insurable interest the the indemnified plant site, it is agreed that to the extent practicable and in the sole judg-ment of EDISON, all parties will share in-surance premiums on a pro-rata basis based on the value of their relative insurable in-terests. 11.1.5 In the event that any Party is held liable and pays more than its proportionate share of a damage claim, that Party shall be entitled to l reimbursement from those Parties who have not paid their proportionate share of the claim. O l -m-

O' ARTICLE XII ^ NUCLEAR FUEL The procurement, management and payment for Nuclear Fuel shall be governed by the following general principles. 12.1 Procurement: EDISON shall have final authority and re-sponsibility for the procurement of Nuclear Fuel for FERMI 2 and shall have the right to enter into any agree-ments on its own behalf and on behalf of NORTHERN and WOLVERINE for the purchase or financing of Nuclear Fuel including, without limitation, the leasing thereof which

EDISON, in its sole discretion, shall deem desirable.

NORTHERN and WOLVERINE agree to cooperate with Er! SON and to take all action required to consummate such agree-ments. 12.2 Manacement. EDISON shall have final authority and re-sponsibility for the management of all FERMI 2 Nuclear Fuel according to its discretion and judgement including, without limitation, reloading, spent storage, reprocess-ing and waste disposal. 12.3 Payment. All fuel expense attributable to FERMI 2 shall be shared by the Parties in proportion to their ownership interests. Nuclear Fuel shall be accounted for in ac-cordance with the Uniform System of Accounts. 12.3.1 Inve stmen t in Nuclear Fuel.- when purchased as ore and later processed and fabricated into O fuel assemblier, will be made considerably in advance of its use. Some elements of fuel .64

I. expense, such as the cost of reprocessing and the value of by-products, may not be known until several years after such Nuclear Fuel is used. Whether Nuclear Fuel is purchased as raw material to be processed and fabricated or as finished fuel assemblies, payment for such fuel shall be made to EDISON by NORTHERN and WOL-VERINE in the manner prescribed in Sections 7.2 and 7.3. 12.3.2 When Nuclear Fuel is. leased and payments are to be made to the Lessor, EDISON shall make such payments to the Lessor and NORTHERN and WOL-VERINE shall pay EDISON in proportion to their O o a t wie >=t re=== ta ta aa = gr cridea ia Section 7.2. 12.4 Mortgage Rights. All Parties have the righ,t to mortgage, pledge, or encumber their respective investment in Nu-clear Fuel subje:t to the rights given to EDISON in Sec-tion 12.1. 12.5 Estimate 3 of Payments. EDISON shall provide an estimate of Nuclear Fuel Payments with its estimates described in Sections 3.6.1 and 7.3. 0 _

.c .o. ARTICLE XIII NONPARTITIONMENT 13.1 Each Party hereby waives any rights which it may have to partition any component of FERMI 2 whether by partition-ment in kind or by sale and division of the proceeds, and further agrees that it will not resort to any action in law or in equity to partition such component, and it waives the benefits of all laws that may now or hereafter authorize such partition for a term (1) which shall be co-terminus with this Agreement, or (2) which shall be for such lesser period as may be required under appli-Q cable law. O

.cl O ARTICLE XIV ADMINISTRATION 14.1 Administrative Committee. It is recognized that from time to time various administrative and technical matters may arise in connection with the terms and conditions of this Agreement which will require the cooperation and consultation of the Parties and interchange of informa-tion. As a means of providing for such consultation an d interchange, an Administrative Committee is hereby estab-lished, however, it is understood that such Ccxamittee shall not diminish in any manner the responsibility and authority of EDISON as set forth in Sections 5.3.1 and O . 1. In furtherance thereof 14.2 Membership. The Administrative Committee shall have three (3) members. Within 60 days after execution of this Agreement, each Party shall designate its repre-sentative with written notice thereof to the other Par-ties. Thereafter, each Party shall notify that other promptly of any change in the designation of its repre-sentative on the Committee. The Chairman of the Adminis-trative Committee shall be the EDISON representative, who I shall be responsible for calling meetings and establish-ing agenda. t 14.3 Meetings. The Administra tive Committee ah _. seet i annually on a date and at a location to be announced by i O the Chairman one month in advance. such other meetines as are " reasonably required may be called by any member with as much advance notice as is practical. Attendance at meetings shall not be limited to mer.bers. ,-,n--,

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(:) 14.4 Functions. The Administrative Committee shall have the following functions, among others: 14.4.1 Provide liaison among all Parties at the management level and exchange information with respect to significant matters of licensing,

design, construction, operation and mainte-nance of FERMI 2.

14.4.2 Appoint sub-committees, the members of which need not be members of the Administrative Com-mittee, as necessary to perform detailed work and conduct studies regarding matters requir-ing investigation. 14.4.3 Review and discuss disputes arising under this Agreement. 14.4.4 Provide liaison among all Parties with respect to the financial and accounting aspects of pro-gress, performance and completion of construc-tion and operation of FERMI 2. 14.4.5 Perform such other functions and duties as may be assigned to it in this Agreement. 14.5 Records. The Administrative Committee shall keep written records of all meetings. 14.6 Expenses. Each party shall be responsible for the per-sonal expenses of its representative or other attendees. All other expenses incurred in connection with the per-formance by the Administrative Committee of its duties () shall be allocated and paid as determined by the Commit-tee. 4

, l. ..0 ARTICLE XV DEFAULT AND NON-PAYMENT 15.1 EDISON, NORTHERN and WOLVERINE hereby agree that they shall pay all monies and carry out all other duties and obligations agreed to be paid or performed by them pur-suant to all of the terms and conditions of this Agree-In addition to any other rights or remedies, legal ment. or equitable, available to tne Parties which are not in default, in the event NORTHERN or WOLVERINE or both at any time fails to make any payment when due to EDISON under this Agreement, EDISON shall have the right, at its O execes.on, to iven written notice of such fai1ure to the l Party in default and in the event such failure continues for a period of thirty (30) days after the giving of such notice, to withhold such Party's share of the use of FERMI 2 until such payment has been made. If such f ailure occurs before the Commercial Operation Date, EDI-SON shall be relieved of the obligation under Section 5.3.1 with respect to construction completion and placing in commercial operation of FERMI 2 for such period as may be reasonably related to the period in which such failure has not been remedied by the Party in default, and if such failure is not remedied within one hundred fifty (150) days after the giving of such notice, EDISON shall O have the additional right at its election to termina*:e the interest of the Party in default by giving written notice of suci. election and tendering payment of the

.l. i agg rega te amounts theretofore received by EDISON from such Party under the terms of this Agreement conditioned upon conveyance of such ownership interest to EDISON free from liens or encumbrances, and shall thereby cucceed to the ownership interest of such Party with respect to FERMI 2. All overdue amounts, whether accruing before or after the Commercial Operation Date, shall bear interest at the rate of 11 per month or the highest lawful rate, whichever is lower. In addition to withholding such Party's shcre, the Parties which are not in default shall have the right to use such share in proportion to their ownership interest during all or any portion of the time O unt11 the overdue amount and interest are said, eut ae-propriate credit shall be given for the use of such share. Any Party in default shall have a continuing obligation to indemnify and hold harmless the other Par-ties from and against any and all losses, costs, damages and expenses arising out of or resulting from its f ailure to make such payment when due. 1 l O

.b. O* ARTICLE XVI DISAGREEMENT 16.1 Binding Decisions. EDISON will consult with the other Parties in connection with any major matter arising under this Agreement upon request of any Party through the Ad-I ministrative Committee. However, in view of the need and desire on the part of all. Parties to complete construc-tion and licensing of FERMI 2 on schedule and for prompt decisions with respect the re to, the Parties agree that despite any disagreement with respect to any matter arising prior to the Commercial Opera tion Date, the decision of EDISON with respect thereto shall be final 1 and binding upon the Parties. 16.2 Disagreement Af ter Commercial Operation. Thereafter, if a disagreer.ent arities which is not resolved through dis-cussion by the Administrative Committee, then such dis-agreement shall be referred to higher authority within the organizations of EDISON and NORTHERN and WOLVERINE I for resolution. If, af ter thirty (30) days the disagree-l l ment is not resolved by such higher authority, then the i matter may proceed to arbitration as provided in Article XVII. l 16.3 Obligations to Make Pavments. If a disagreement should arise which is not resolved by the Administrative Commit-O tee or the higher authorities within the Party's organi-1 sations, then, pending the resolution of the disagreement by arbitration or litigation, EDISON shall continue to operate FERMI 2 and make necessary Capital Improvements

. l. O' in a manner consistent with this Agreement and prudent utility practice in the electric utility industry and the Cooperatives shall continue to make all payments required in accordance with the applicable provisions of this Agreement. Amounts paid by the Cooperatives during the Pendency of proceedings for dispute resolution'shall not be subject to refund except upon a final determination that the expenditures were made in a manner inconsistent with the Agreement and prudent practice in the electric utility industry. O l l O

6 i ARTICLE XVII ARBITRATION 17.1 Arbitrable Dispute. If an arbitrable dispute between the Parties should arise unde'r this Agreement, any Party may call for submission of the dispute to arbitration which shall be binding upon all the Parties. 17.2 Notice. The Party calling for arbitration shall give written notice to the other Parties, setting forth in adequate detail the nature of the dispute, the amount of money involved, if any, a statement of the facts or cir-cumstances giving rise to the dispute, and the remedy Q sought by such arbitration proceedings. 17.3 Selection of Arbitrators. Within thirty (30) days fol-lowing the date of the written notice pursuant to Section 17.2 hereof, the Parties, acting through their repre-sentatives on the Administrative Committee, shall meet for the purpose of selecting arbitrators. Both sides of the dispute shall each designate one (1) arbitrator. The two (2) arbitrators so selected shall meet within twenty (20) days following their selection and shall select one (1) additional arbitrator. If the arbitrators selected by the Parties, as herein provided, shall fail to select the additional arbitrator within such twenty (20) day l period, then the Parties shall, and any one of them may, within the next ten (10) days thereafter, request the Chief Judge of the United States Court of Appeals for the Sixth Circuit to appoint an arbitrator. If the Chief

.s Judge does not appoint an arbitrator within thirty (30) days of the date of the request, the Parties shall, and any one of them may, within the next ten (10) days the reaf ter, request the American Arbitration Association (or a similar organization if the American Arbitration As-sociation does not then exist) to appoint the arbitrator pursuant to its then existing rules. 17.4 Governing Rules. Except as otherwise provided in this Section 17, the arbitration shall be governed by the Com-mercial Arbitration Rules of the American Arbitration Association (or the rules and practices of a similar organization if the American Arbitration Association should not at that time exist) from time to time in force, except that if such rules and practices, as modi-fled herein, shall conflict with state or federal law, as the case may be, such law shall govern. 17.5 Evidence. The arbitrators shall hear evidence submitted by the respective Parties and may call for additional information, which additional information shall be fur-nished by the Party or Parties having such information. The decision of a majority of the arbitrators shall be binding upon all the Parties. ' 17.6 Award. The award of the arbitrators shall contain find-ings relative to the materiality of the default, the period of time within which the def aulting Party must remedy the default or commence remedial action, and the O remedies which may be exercised by the non-defaulting Parties in the event the default is not remedied within such period of time.

i O-17.7 Enforcement. The agreement to arbitrate shall be specifically enforceable, and the award and findings of the arbitrators shall be final and binding upon the arbi-tra ting Parties to the extent permitted by applicable law. Any award may be filed with the clerk of any court having jurisdiction over the Parties, or any of them, l against whom the award is rendered, and, upon such f11-ing, such award, to the extent permitted by the laws of the jurisdiction in which said award is filed, shall be specifically enforceable or shall form the basis of a declaratory judgement or other similar relief. 17.8 Fees and Expenses. The fees and expenses of the arbi-trators shall be shared by the Parties equally, unless ( the decision of the arbitrators shall specify some other apportionment of such fees and expenses. All other expenses and costs of the arbitration shall be borne by -the Parties incurring the same. l l O i l

.I ~ O-ARTICLE XVIII MISCELIANEOUS 18.1 Governing Law. The validity, in terpre ta tion, and per-formance of this Agreement and each of its provisions shall be governed by the laws of the State of Michigan. 18.2 Notice. Any notice, request, consent or other communi-cation permitted or required by this Agreement (includ-ing, without limitation, any of fer or acceptance pursuant to Section 9.3 hereof) shall be in writing and shall be deemed given when delivered personally or deposited in the United States Mail, certified Mail prepaid, and if Q given to EDISON shall be addressed to: The Detroit Edi-l son Company, 2000 Second Avenue, Detroit, Michigan 48226, l Attention: Secretary; and if given to NORTHERN shall be addressed to: Northern Michigan Electric Cooperative, Inc., P. O. Box 138, Boyne City, Michigan 49712, Atten-tion: General Manager; and if given to WOLVERINE shall be addressed to: Wolverine Electric Cooperative, Inc., P. O. Box 1133, Big Rapids, Michigan 49301, Attention: General Manager. j 18.3 Section Headings Not to Af feet Meaning. The descriptive headings of the various sections of this Agreement have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms and pro-visions thereof. 18.4 Counterparts. This Agreement may be executed simul-taneously in two or more counterparts, each of which t .--n

.}. 1 l shall be deemed an original but all of which together shall constitute one and the same instrument. 18.5 Good Utility Practices. EDISON shall discharge any and all obligations under this Agreement in a prudent manner and in accordance with good utility practices. 18.6 Time. EDISON and NORTHERN and WOLVERINE agree that time is of the essence in this Agreement. 18.7 Severability. In the event of any of the terms, con-venants or conditions of this Agreement, its Appendices and Exhibits or the application of any such term, coven-ant or condition shall be bald invalid as to any party or circumstance by any Court having jurisdiction, all other terms,, covenants and conditions of this Agreement and their application shall not be affected thereby and shall remain in full force and effect. l'8. 8 Integration. The terms and provisions contained in this Agreement including Appendices and Exhibits, constitute the entire agreement between EDISON and NORTHERN and WOL-VERINE and shall supersede all previous communications, representations or agreement, either verbal or written, ( between EDISON and NORTHERN and WOLVERINE with respect to FERMI 2 and this Agreement. - 18.9 Computation of Time. In computing any period of time prescribed or allowed by this Agreement, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of O this period so computed shall be included unless it is a Saturday, Sunday or Legal Holiday, in which event, the

b. ? !O period shall run until the end of the next day *which is neither a Saturday, Sunday or I.egal Holiday. 18.10 Limited Warranty Deed Covenant. By execution of this Agreement, NORTHERN, WOLVERINE and EDISON acknowledge, accept and agree to comply with the terms, provisions and covenants ce stained in the Limited Warranty Deed as set forth in Exhibit A.- 10.11 Historic Places. EDISON'shall not, without approval in writing by the Administrator of the Rural Electrification Administration, use any portion of the funds made avail-able to EDISON by the Cooperatives pursuant to the terms of this Agreement to construct any facilities which will involve any district, site, building, structure or object which is included in the National Register of Historic Places, maintained by the Secretary of the Interior pur-suant to the Historic Sites Act of 1935 and the National Historic Preservation Act. 18.12 Public Officials Not to Benefit. No member of or dele-gate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefit to arise herefrom other than the receiving of electric service on the same terms accorded other con-sumers. 18.13 Equal Opoortunity Clause. During the performance of l those parts of this Agreement relating to the construc-l tion by EDISON of FERMI 2 or any other additions, better-O

ments, improvements or replacements

thereto, EDISON

agrees as follows: (1) EDISON will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age or national origin. EDISON will take affirmative action to ensure that appli-cants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion or transfer; recruitment or recruitment adver-tisings layoff or terminations rates of pay or other forms of compensation; and selection for training, in-cluding apprenticeship. EDISON agrees to post in con-spicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this Equal Opprotunity Clause. (ii) EDISCN will, in all solicitations or advertisements for employees placed by or' on behalf of EDISON, state that all qualified applicants will receive consideration for employment without regard to race, color, sex, or national origin. (iii) EDISON will send to each labor union or repre-sentative of workers with which it has a collective bar-gaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of EDISON's commitments under O this Section, and shall post copies of the notice in con-spicuous places available to employees and applicants for employment.

I ~ O' (iv) EDISON will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor. (v) EDISON will furnish all information and rsports re-quired by Executive Order 11246 of September 24, 1965, and by rules, regulations and relevant orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records and accounts by the adminis-tering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. (vi) In the event of EDISON's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations or orders, this contract may be cancelled, terminated or suspended in whole er in part and EDISON may be declared ineligible for further Govern-ment procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be im-posed and remedies invoked as provided in said Executive Order or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law. (vii) EDISON will include the words, "During the per-formance of this contract, the contractor agrees as fol-lows:" followed by the provisions of paragraphs (i) through (vii) in every subcontract or purchase order un-O less exempted by the rules, regulations or orders of the FYa o o

.= Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such p'rovisions will be binding upon each subcontractor or vendor. EDISON will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, in-cluding sanctions for noncompliance; provided, however, that in the event EDISON becomes involved in, or is threatened with, litigation with a subcontractor or ven-dor as a result of such direction by the administering agency, EDISON may request the United States to enter into such litigation to protect the interests of the United States. 18.14 Nonsegregated Facilities. EDISON certifies that it does not maintain c 1 provide for its employees any segregated facilities at any of its establishments, and that it does not permit its employees to perform their services at any location, under its control, where segregated facilities are maintained. EDISON certifies further that it will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it will l not permit its employees to perform their services at any location, under its control, where segregated facilities are maintained. EDISON agrees that a breach of this certification is a violation of the Equal Opportunity Clause in this Agreement. As used in this certification, i the term " segregated facilities" means any waiting rooms, work areas, restrooms and washrooms, restaurants and

P. ~~ ~ O' other eating areas, timeclocks, locker rooms and other s.torage or dressing areas, parking lots, drinking foun-

tains, recreation or entertainment areas, transporta-tion, and housing facilities provided for employees which are segregated by explicit directive or are in fact seg-regated on the basis of

race, color,

religion, or natienal origin, because of habit, local custom, or otherwise.

EDISON agrees that (except where it has ob-tained identical certifications from proposed subcon-tractors for specific time periods) it will obtain identical certifications from proposed subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity Clause, and that it will retain such certi-fication in its files. 18.15 Flood Insurance Act. Notwithstanding anything contained in this Agreement, the Cooperatives shall be under no obligation to advance any funds to EDISON to finance the construction or acquisition of any building in any area l heretofore identified by the Secretary of Housing and Urban Development, pursuant to the Flood Disaster Protec-tion Act of 1973 (the " Flood Insurance Act") or any rules, regulations or orders issued to implement the Flood Insurance Act (" Rules"), as an area having special flood hazards, or to ff, nance any facilities or materials to bc located in any such building, or in any building l O owned or occupied by EDISON or the Cooreratives tocated in such flood hazard area unless and until there have m

.I ~ t. O' been compliance with all other conditions of this Agree-ment which are precedent to such advances, and the Administrator has determined, that (i) the community in which such area is located is then participating in the national flood insurance program, as required by the Flood Insurance Act and any Rules and (11) EDISON and the Cooperatives.have obtained flood insurance coverage with respect to such building and contents as may then be re-quired pursuant to the Flood Insurance Act and any Rules. 18.16 Environment. EDISON shall comply with (1) all applicable water and air pollution control standards imposed, by federal or state statutes or regulations and (2) the pro-visions of any Environmental Impact Statement issued by the United States of America with respect to FERMI 2 pur-suant to the National Environmentai Policy Act; and EDI-SON shall take all steps necessary to assure that all actions undertaken pursuant to this Agreement by EDISON or others are in compliance with the provisions of this section. 18,17 Safety. In the acquisition, construction and completion of FERMI 2 pursuant to this Agreement, EDISON 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 Fedcral, State and Municipal safety laws and building and construction I codes, including without limitation, all regulations of O the occupationa1 Safety and nea1th Administration.

l. O 18.18 xict-Sacts. in the acquisition, construcuon aod com-pletion of FERMI 2 pursuant to this Agreement, EDISON shall comply with all applicable statutes, ordinances, rules, and regulaticas pertaining to the work. EDISON acknowledges that it is familiar with the Rural Electri-fication Act of 1936, as amended, the so-called " Kick-Back" Statute (48 Stat. 948), and regulations issued pur-suant thereto, and 18 U.S.C. 287,1001, as amended. EDI-SCN understands that the obligations of the parties hereunder are subject to the applicable regulations and orders of Governmental Agencies having jurisdiction in the premises. 18.19 Buy American. (a) EDISON covenants that in the perfor-O mance of this coatrace (1) ae 1 ease 20. of the tota 1 cost of the unmanufactured articles, materials and supplied used or to be used in the construction of or otherwise made a part of FERMI 2 shall have been mitied or produced in the United States and (2) at least 20. of the total cost of the Manuf actured artic1es, materials, and sup-plies used or to be used in the construction of or other-l wise made a part of FERMI 2 shall have been manufactured i in the United States substantially all from articles, materia 1s, or supplied mined, produced, or manuf setured, as the case may be, in the United States. If any article, l material, or wupplies are partially mine3, produced, or manufactured in the United States (said part being here-O

• * '"* "^=' ' ' * * " "'d e P r t i n " ) and partially mined, produced, or manufactured somewhere other than in the United States, then only the cost of the American Jm

l ~ uir ents of the y eceedin sentence have been sat s-fled. (b) At the Closing and from time to time thereaf ter when requested by WOLVERINE, NORTHERN, or the Administrator, EDISON shall supply the Administrator or the party so requesting with information and documentation demon-strating that FERMI 2 is being constructed. in accordance with the requirements of subsection (a) of this section. Upon completing of construction of FERMI 2, EDISON shall certify to the Administrator that FERMI 2 was constructed in accordance with the requirements of said subsection l (a). l O I L ~ l I O I .a M -. ,nr.-_

.j O-AnICtE ux TERM AND TERMINATION 19.1 Termination (a) If the Administrator of the Rural E1ectrification Administration has not approved this Participation Agree-ment in writing by August 8,1977, this Agreement sha11 terminate, and upon such termination all rights, liabili-ties and obligations of NORTHERN, WOLVERINE and EDISON to each other re1ating to FERMI 2 sha11 cease with the ex-ception of rights and ob11gations under the. Interim agreement between the parties dated as of February 8, 1977, and thereaf ter NORTHERN, WOLVERINE and EDISON shal1 be held harmless by each other Party with respect to acts of such other Party. ~ (b) Th'is Participation Agreement sha11 terminate (1) at the expiration of the initia1 forty (40) year operating license for FERMI 2 or any renewal or extention thereof or (2) at such time as FERMI 2 is retired from service, decommissioned and an requirements of Federal, state or local law re1ating to the safe deactivation of FERMI 2 have been met, whichever is earlier. 19.2 Retirement Costs. A11 costs associated with retirement of FERMI 2, inc1uding, without 1 imitation, decommission-ing, security, maintenance, monitoring, razing of struc-turer and disposing of debris, and the cost of fulf1111ng O a11 governmenta1 reeuirements for safe deactivation of FERMI 2 shall be borne by the Parties in proportion to their respective ownership interests. Payments for these

I costs shall,be made in accordance with the provisions of Section 7.2. Such obligations shall continue notwith-standing any reversion. 19.3 Reversion. EDISON shall pay NORTHERN and WOLVERINE on the basis of their respective ownership interests at the time of reversion a total sum of fifteen thousand four hundred dollars ($15,400) as consideration for the title to the land reverting back to EDISON as provided in the Limited Warranty Deed. O e O -,-----,,,.-,--..-,e ,-,,.n.---_,e_a,,w,-n- ,,,,n_,,,,,m,,-,.n,,,,..,,--,,,-----,_,,7.- -e.

1 t,. O In WITNESS WHEREOF, The Detroit Edison Company has caused this Agreement to be executed by its officers thereunto duly authorizedadditscorporateseal to be hereunto affixed, Northern Michigan Electric Cooperative, Incoporated has caused this Agree-j ment to be executed by its officers thereunto duly authorized and its corporate seal to be hereunto affixed and Wolverine Electric Cooperative, Incorporated has caused this Agreement to be executed by its officers thereunto duly authorized and its corporate seal to be hereunto af fixed, all as of the day and year first above written. THE DETROIT EDISON COMPANY Signed in the presence of: p n O -t.- c.' c-< - my: Its Senior Executive Vice President n . -.! -) h c.L

i. m L Attest

/ Its Secretary DISTRICT OF COLUMBIA ) ) ) On this 4/i day of.f.d. , 1977, be-fore me the subscriber, a Notary Public in the District of Colum-bia, personally appe'ared I Y .d'w. - V ./ a and J Lt~b 6 ' s.'<. - to me know, O who being duly sworn, did say they are the.# ........r 88 -

l O' and O,

r.,.

of THE DETROIT EDISON COMPANY, / a corporation organized and existing concurrently under the laws of i the States of Michigan and New York, and that the seal affixed to said instrument is the corporate seal of said corporation, by 4 authority of its Board of Directors, and I a ~~ and .# 'u / 2' acknowledged said instrument to be the free act and deed of said corporation. .o.** g Notary Public. District of Columbia My Commission Expires: m enesion exrints Act 31, Isaa p

t NORTHERN MICHIGAN ELECTRIC COOPERATIVE, INC. Signed in thit presence of: y.' /),,,,,, } },,,,, f } 7,' (_._ w Tf fi. '-

( ~.-

yy 'Itsf.,,,' 7 & t s' / h v [ 's a s / Attest' '? r Its,, DISTRICT OF COLUMBIA ) ) ) O On this 4'!* d a y o f r " ' ~ ' ,' , 1977, before me the subscriber a Notary Public in"the District of Columbia, personal'ly appeared /- / and .f / ~L of NORTHERN MICHIGAN ELECTRIC COOPERA-TIVE, INC., a Michigan Cooperative Corporation, and that the seal affixed to said instrument is the corporate seal of said corporo-tion, by authority of its Board of Directors, and and - t 'l <.. _[ 'e,. g j i.. acknowledged said instrument 4 to be the free act and deed of said corporation. f Notary Public,. District of Columbia My Commission Expires: O QWzes amt3 AU131. I::*

I l O* WOLVERINE ELECTRIC COOPERATIVE, INCORPORATED Signed in the Presence of: i r 7i 1. t...- gy, ~ Its.- le tt k Y~!uy / Attest , h // / -// b a, a / Its

s.,,

,/ DISTRICT OF COLUMBIA ) ) O t On this 4 ;'c l day of '" y/ 1977, before me the subscriber, a Notary Public in the District of Columbia, per-sonally appeared and ~ to me known, who being by me duly sworn, s did say they are the and r s i 5 of WOLVERINE ELECTRIC COOPERATIVE, IN-CORPORATED, ' a Michigan Cooperative Corporation and that the seal affixed to said instrument is the corporate, seal of said corpora- _ tion, by authority of its Board of Directors, and ~,

e.. /- and

/_.4~.. 4 d s.,-. acknowledged said instrument tobethefreeactanddeedofsaib' corporation. s ~'..r Notary Public, District of Columbia My Commission Expires: w r;a :...:

I i i O, APPENDIX A DESCRIPTION OF FERMI 2 PLANT SITE All that part of Section 16 and 21; Town 6 South, Range 10 East, Frenchtown Township, Monroe County, Michigan. Described as: Beginning at a point on the Section line cousson to Sections 16 and 21, distant North 89 07'45" East, 524.72 feet from the Section Corner cocanon to factions 16, 17, 20, and 21; 19,'18'30" East, 1721.06 feet; thence North thence South 70 41'30" East, 1325.00 feet; thence Souch 19 18'30" West, 2875.95 feet; thence South 334.31 feet; thence West 150.78 feet; thence North 23g.63 feet; thence North 70"41'30" We st, 1140.00 feet; thence North 19 1S'30" Erst, 867.00 feet; 19,41 '30" We s t, sence North 70 75.00 feet; 18'30" East, 411.94 feet to the Point of Beginning. thence North Containing 90.569 acres of land. .O Excepting therefrom the following three (3) Parcels: 1) Part of the Southwest 1/4 of Section 16; Town 6 South, Range 10 East, Frenchtown Township, Monroe County; Michigan. Described as: A circular, area having a radius of 238.00 feet, the center of said circle being distagt North 01 03'30" West, 1602.22 feet along the West line of Section 16 and South 70 41'30" East, 1344.24 feet from the Southwest Corner of said Section 16, being also the Section Corner comanon to Sections 16, 17, 20 and 21. Containing 4.085 acres of land. 2) Part of the Southwest 1/4 of Section 16; Town 6 South, Range 10 East, Frenchtown Township, Monroe County; Michigan. Described as: A circular area having a radius of 238.00 feet from the center of said circle being distant North 01 03'30" West, 748.88 feet along the West line of Section 16, and South 70"41'30" East, 1047.26 feet from the Southwest Corner.of said Section 16, being also the Section Corner conunon to Sections 16, 17, 20, and 21. l Containing 4.085 acres of land. 3) Part of the Northwest 1/4 ef Section 21; Town 6 South, Range 10 East, Frenchtown Township, Monroe County, Michigan. Described as: Beginning at a point that is distant South 01'02'00" East, d 190.84 feet along the West Line of Section 21, and South 70 41'30" East, 1115.50 feet fromtheNorthwestCornerofsaidSection21;thenceSouth 70 41'30" East, 246.57 feet to a point; thence South 19 18'30" West, 82.00 feet to a point; thence North 70*41'30" West, 246.67 feet to a point; thence North 19'18'30" East, 82.00 feet to the Point of Beginning.

d I O containing 0.464 acres of land. Subject 'to two (2) pipeline easements across part of the Southwest 1/4 of Section 16 and the Northwest 1/4 of Section 21; all in Town 6 South, Range 10 East, Frenchtown Township, Monroe County; Michigan described as follows: a 15.0 foot wide easement described by its centerline as: Consneneing at the corner common to Secticas 16,17, 20, and 21; thence North 01'03'30" West, 1602.22 feet along the West line of Section 16; thence South 70'41'30" East, 1344.24 feet to the center of Cooling Tower 2-N; thence South 49'18'30" West, 228.00 feet to the P,oint of Beginning; thence South 49 18'30" West, 463.59 feet to a point of curve; thence 101.05 feet on a curve to the lef t, having a t radius of 193.00 feet, a central angle of 30"00'00", the long chord bearing South 34 18'30" West, 99.90 feet to a point; thence South 19 18'30" West, 175.51 feet to a point of curve; thence 151.58 feet on a curve to the lef t, having a radius of 193.00 feet, a central angle of 45'00'00", the logg cord bearing South 03 11'30" Ea.st,147.27 feet to a point; thence South 25 41'30" East, 340.73 feet to a point of curve; thence 151.58 feet og a curve to the right, having a radius of 193.00 feet, a central angle of 45 00'00", the long chord bearing South 03 11'30" East, 147.27 feet to a point; thence South 1918'30" West, 366.00 feet to a point of curvo; thence 303.16 feet on a curve to the lef t, having a radius of 193.00 feet, a central angle of 90'00'00", the long chord bearing South 25 41'30" East, 272.94 feet to a point; thence South 70 41'30" East, 188.13 feet to a point of ending at column Row "J", distant Q North 1918'30" East, 200.00 feet from the intersection of column Row "0" with s said column Row "J" all in Unit #2, Enrico Fermi Power Plant. Also a 15.0 foot wide easement described in its centerline as: Connene-ing at the corner common to Sections 16, 17, 20, and 21; thence North 03'30" West, 748.88 feet along the West line of Section 16; thence South 01,41 '30" Ea s t, 70 1047.26 feet to the center of Cooling Tower 2-S; thence South 19'18'30" West.228.00 feet to the Point of Beginning; thence South 19 18'30" West, 699.00 feet to a point of curve; thenr:e 303.16 feet on a curve to the lef t, having a radius of 193.00 feet, a central angle of 90 00'00", the long l chord bearing South 25 41'30" East, 272.94 feet to a point; thence South 70 41'30" East, 170.13 feet to a point of ending at column Row "J" distant North 19*18'30" East, 223.00 feet from the intersection of column Row "O" with column Row "J" all in Unit #2, Enrico Fermi Power Plant,

also, Part of the Northwest 1/4 of fractional Section 21; Town 6 South, Range 10 East, Frenchtown Township, Monroe County, Michigan.

Described as: Beginning at a point that is distant South 01 01'57" West, 2087.79 feet along the West line of Section 21, and East 995.48 feet from the Northwest 1/4 of said Section 21; thence continuing East 59.5 feet; thence South 36.0 feet; then West 59.5 feet; thence North 36.0 feet to the Point of Beginning. Containing 0.049 acres of land in the Northwest corner of the Fer:si I 120 l xv mat.

also, Part of Private Claims $29, 530, 531 and of the Southwest 1/4 of

'"*I'***

• b ' '***

I*

~. 7 O* Town 6 South, Range 10 East Frenchtown Township, Monroe County, Michigan. Described as: Beginning at a point on the Section line common to Sections 17 and 18 distant South 00'05'30" East, 1173.10 feet from the 1/4 corner common to said Sections 17 and 18; thence North 42*53'30" West, 739.06 feet; thence North 83 21'g0" West, 1567.30 feet to the centerline of Dixie Highway; thence South 02 23'30" West, 100.27 feet along said centerline; thence South 83 21'30" East,1568.87 feet; thence South 42 53'30" East, 737.85 fegt to a point on the Section line comanon to Sections 17 and 18; thence South 39 31'30" East, 120.39 feet to the northerly line of Private Claims 531, (Leroux Road); thence Norty 48,57'30" East, 12.80 feet along said Private Clain lite; thence South 40 55'00" East, 2479.17 feet to the southerly line of PrgvateClain529,beingalsothenortherlylineofTollRoad;thenceNorth 49 25'00" East, 66.00 feet along said southerly Private Claim line; thence North 40 55'00" West, 2479.70 feet to the northerly line of Private claim 531; thence Sguth 48*57'30" West, 12.80 feet.along said Private Claim line; thence North 39 31'30" West, 193.10 feet to the Section line cosanon to Sections 17 and 18, and the Point of Beginning of this description. Containing 8.784 acres of land.

also, Part of Private Claim 528 and the Northeast 1/4 of fractional Section 20; Town 6 South, Range 10 East, Frenchtown Township, Monroe County, Michigan.

Desgribed as: Consaencing at the Northeast corner of Section 20; thence South 89 38'42" West, 1713.97 feet along the North line of said Section 20, to the Southerly line of Private Claim f528; thence continuing South 89 38'42" ~ West, 1339.91 feet to the Northerly line of said Private Claim f528 (being also the Northerly line of Toll Road); thence South 49 36'00" West, 235.00 feet; thence South 49 25'00" West, 615.51 feet to the Point of,Beginning of this description "the last two (2) courses being along said Northerly line of Private Claim #528; thence South 4l.3 3'10" East, 1631.68 feet; thence 1083.80 feet in a Southeasterly direction on a curve to the left, having a Radius of 1237.71 feet, a central angle of 50*10'16" the long chord bearing South l 66*00'18" East,1049.50 feet; thence North 88*54'34" East, 257.23 feet; thence South 01 05'26" East, 24.00 feet; thence South 88 54'34" East, 257.23 feet; thence 1104.81 feet in a Northwesterly direction on a curve to the right, havingaRadiusof 1261.71 feet, a central angle of 50 10'61" the long chord bearing North 66 00'18" West, 1069.84 feet; thence North 40 55'10" West, l 1631.82 feet to the Northerly line of Private claim #528; thence North 49 25'00" East, 24.00 feet along said Private Claim line to the Point of Beginning. Containing 1.644 acrai of land. Subject to the rights of the public in and to that part known as Toll Road. Part of the Northeast 1/4 of fractional Sectior. 20; Town 6 South, Range 10 East, Frenchtown Township, Monroe County, Mis igan. Described as: Beginning at a point that is distant South 01 01 ' 57" We s t. 1900.60 feet along the East line of Section 20, and West 1239.50 feet from the Northeast corner of said Section 20'; thence South 78 32'53" West, 61.5 feet;

~ O thence North.09'27'07" West, 36.0 feet; thence North 78'32' 53" East, 61.5 feet; thence South 09 27'07" East, 36.0 feet to the Point of Beginning. Containing 0.050 acres of land. i O O

AFFENDIX B l i DESCRIPTION OF FERMI 2 PLANT STRUCTURES A. Reactor Building Including Auxiliary Bay 1. Grouted rock 2. Concrete substructure 3. Concrete superstructure including: a. Biological shield wall b. Equipment foundations Reactor pressure vessel pedestal c. 4. Steel superstructure including: Stainless steel fuel pools a. b. Sacrificial shied columes c. Drywell d. Crane columns s'id girders e. Stairways 5. Building enclosure Sealed and insulated metal siding a. b. Roof deck and roofing B. Turbine House 1. Grouted rock 2. Concrete substructure 3. Concrete superstructure including: Main turbine pedestal a. 4. Steel superstructure including: Crane columns and girders a. b. Stairways Elevator support framing c. 5. Building enclosure a. Insulated metal siding b. Roof deck and roofing C. Residual Hest Removal Complex 1. Grouted rock () 2. Open excavation 3. Concrete base slab i l

l t ( D. Auxiliary Boiler House ) 1. Foundations and base slab 2. Steel superstructure 3. Building enclosure Metal' siding a. b. Roof deck and roofing E. General Service Water Pump Rouse 1. Foundations 2. Concrete substructure including: a. Intake forebay b. Supports for screens and racks c. Pump wells 3. Steel superstructure F. Circulating Water Pump House a 1. Foundations 2. Concrete substructure including: ) a. Intake forebsy and reservoir b. Pump wells 3. Steel superstructure 4. Roof deck G. Office-Service Building 1. Concrete foundations 2. Superstructure steel framing 3. Subgrade plumbing H. Temporary Structures 1. Certain specified field offices ZQUIPMENT AND SYSTEM COMPONENTS A. Reactor Building Including Auxiliary Bay 1. Reactor pressure vessel 2. Reacter internals 3. Torus and supports 4. Nuclear boiler system () 5. Reactor recirculating system 6. Piping systems n

~ o I, d EQUIPMENT AND SYSTEM COMPONE!frS A.. Resctor Building Including Auxiliary Bay (cont.) a. Pipe spool pieces b. Valves c. Rangers i d. Restraints 7. Main building crane 8. Control panels 9. Building heating 10. Fire protection risers 11. Roof drains and plumbing 12. Insulation 13. Elevator 14. Wire and cable 15. Miscellaneous items B. Turbine House 1. Turbine generator a. Reheater separators b. Condenser () 2. Condensate system 3. Main building cranes 4. Piping systems a. Pipe spool pieces b. Valves c. Rangers 5. General service water 6. Potable water 7. Fire protection risers 8. Building heating 9. Roof drains and plumbing i 10. Elevator l 11. Cable tray 12. Electrical bus 13. Wire and cable 14. Generator transformer 15. Miscellaneous items l C. Other Equipment and Systems l 1. Four (4) emergency diesel generator sets 2. Complete auxiliary boiler system 3. Circulating water pumps O-- 4. General service water pumps 5. Traveling screens and racks SITE IMPROVEMINTS A. Muck Removal w ---,----w -r v =v' ' "' "~~ ~ ~ ' ' " " ' ' ' " ' ' ' ~

l' ) SITE IMPROVEMENTS (continued) B. Crushed Rock Fill 1. Backfill for buildings 2. Site grading C. Dike at North Site Boundary D. Temporary Shoreline Barrier E. Barge Slip F. Certain Specified Underground Piping G. Fire Protection Loop H. Cathodic Protection I. Dewatering System OTHER SITE STRUCTURES A. Installed Tanks 1. Oil storage 2. Condensate storage s 3. Demineralize'd water B. Per.nanent External Facilities 1. Equipment for 13.8 kV connection for Termi 2 installed at Fermi i station 2. Meteorological tower (60 meter) j 3. Access road (Dixie Highway to Junction of old Termi 1 Road) O

i .I APPENDIX B-1 Substituted Property Land situated in the Township of Dexter, County of Washtenaw and State of Michigan, which land is described as: That part of the NE 1/4 of Section 20. TIS, 14E, described as: l Beginning in the E 1/4 corner of said Section; thence W'ly along the E and W 1/4 Line of said Section. 1,923.27 feet to an iron; thence N'ly along a line, making a northeasterly angle of 88 57'11" with said E and W 1/4 line, 1,310.09 feet to an iron; thence E'ly along a line, making a sooQeasterly angle of 91 15'43" with last described line, 1,925.47 ft. to an iron in the E Line of said Section, said East Section line also being the Centerline of Madden Rd.; then S'ly along said E Section line, making a SW'ly. angle of 88 38'56" with last described line 1,317.37 feet to the point of beginning. Subject to the rights of the public in an to that part of the above described parcel known as Madden Rd. and Land situated in the City of Southfield, County of Oakland and State of Michigan, which land is described as: That part of the Southwest 1/4 of Section 18, Town 1 North, Range 10 East described as: Beginning at the Southwest corner of said Section 18; thence easterly along the South line of said Section, 1,122.00 feet to a point, said South Section line being also the centerline of Eleven Mile Road; thence northerly along a line making a northwesterly angle of 90 23' with said Section line, 660.00 feet to a point; thence westerly along a line making a southwesterly angle of 89 37' with last described line, 1,122.00 feet to a point in the West line of Jaid Section, said West Section line being also the centerline of Inkster Road; thence southerly along said west Section line and making a southeasterly angle of 90 23' with last described line, 660.00 feet to the point of beginning. l Subject to the rights of the public in and to Eleven Mile Road and Inkster Road; Excepting therefrom the Westerly 60 feet and the southerly 60 feet of the above described parcel of land previously conveyed which land is situated in the City of Southfield, County of Oakland and State of Michigan. Also expecting thereform the easterly 4.421 acres of land described as: Part of the Southwest 1/4 of Section 18; Town 1 North, Range 10 East, O cier ' 5==*'i ta o *t a c==t7 "i=*i =. a erid a S Beginning at an iron in the North Line of Eleven Mile Road, distant South 19*48'20" East 480.00 feet along the South Line of Section 18 and North 00'32'40" East, 60.00 feet for the Southwest corner of said Section 18; thence

f_. O-North 00'32'40" East, 600.00 feet to gn iron; thence South 89*48'20" East, 642.00 feet to an iron; thence South 00 32'40" West, 600.00 feet to an iron in the North.Line of Ele Mile Road, North 89,ven Mile Road; thence along the northerly line of Eleven 48'20" West, 642.00 feet to an iron and the Point of Beginning. and Land situated in the Township of Farmington, County of Oakland and State of Michigan, which land is described as: That part of the ' outheast 1.4 of the Southwest 1/4 of Section 19, Town 1 S North, Range 9 East described as: Beginning at a point in the South line of said Section, 208.00 feet westerly of the South 1/4 corner of said Section; thence westerly along said south Section line, 834.50 feet to a point; thence northerly along a line making a northeasterly angle of 89'27'28" with the said south Section line, 58.5 feet to an iron in the northerly line of Ten Mile Road (120 feet wide); thence continuing northerly along last described line 728.40 feet to an iron in the southwesterly line of Grand River Road (100 feet wide); thence southeasterly along said s'outhwesterly line of Grand River Road and making a southeasterly angle of 71 02'30" with the last described line, 797.73 feet to an iron; then southerly along a line making a southwesterly angle of 109 48' O with said southwesterly line of Grand River Road 261.33 feet to an iron; thence easterly along a line making a northeasterly angle of 100 07' with last described line, 74.20 feet to an iron; thence southerly along 4 line making a southwesterly angle of 99 57' with last described line 186.89 feet to an iron in the said northerly line of Ten Mile Road; thence continuing southerly along last described line 59.7 feet to the Point of Beginning. Expecting thereform a parcel described as land situated in the Township of Farmington, County of Oakland and State of Michigan, which land is: described as: Part of the Southwest 1/4 of Section 19; Town 1 North; Range 9 East; Farmington Township, Oakland County, Michigan. Described as: geginningat a point on the South line of Section 19 (Ten Mile Road); South 88 34'40" West, along said South line, 550.64 fget from the South 1/4 corner of said Section 19; thence continuing South 88 34'40" West along said south line, 491.86 feet to a point on the westerly line of the Detroit Edison Sunset Station Property; thence North 00 47'50" West along said westerly property line, 60.00 feet to a poin;; thence North 88 34'40" East, 491.29 feet to a point; thence South 01 25'20" East, 60.00 feet to the Point of Beginning. containing 0.677 acres of land. Subject to the rights of the public in an to a public highway over that part of the above described parcel as lies between the northerly line of Ten O. "it d

4 th 5 =c* ti r 5 =ti

t'- and Land situated in the City of Wixon, County of Oakland and State of Michigan, which land is described as: Part of the southwest 1/4 of Section L Remrfhfe R L%rsJhh R PnnR

d O Beginning at an iron in the north-and-south 1/4 line of said section distant 659.12 feet northerly of the south 1/4 corner of said section; thence northerly; along the said north-and-south 1/4 line, 1,977.36 feet to an iron in the center of said section; thence westerly, along the east-and-west 1/4 line of said section, making a southwesterly angle of 90 18'20" with the said north and south 1/4 line, 2,285.12 feet to an iron; thence southerly along a line making a southeasterly angle of 89 55' with the said east-and-west 1/4 line, 100.00 feet to ag iron; thence westerly, along a line making a northwesterly angle of 89 55' with the last-described line, 365.00 feet to an iron in the easterly line of Wixon Road; thence southerly, along thesaid easterly line, making a southeasterly angle of 89 55' with the last described line. 500.00 feet to an iron; thence easterly, along a line making a northeasterly angle of 90*05' with the said easterly line, 1,793.14 feet to an iron; thence southerly along a line making a southwesterly angle of 90 18'30" with the last-described line, 1,380.41 fegt to an iron; thence easterly, along a line making a northeasterly angle of 90 07'45" with the last described line, 860.00 feet to the place of beginning; containing an area of 62.904 acres, more or less. Subject to an easement to the Chesapeake and Ohio Railway Co., it successors and assigns over a strip of land 50.00 feet in width extending from the north line of the above described parcel of land to the north line of the remaining property owned by Chesapeake Realty Development in the SW 1/4 of said Section 5. and Majestic Station, situated in the Township of Dexter, County of Washtenaw and State of Michigan, comprising: (1) 345 kV switching station (a) 8 - 345 kV line positions (b) 8 circuit breakers j (c) 3 tie breakers (2) 33' x 77' block Control Center l (3) Improvements to land and i i l Southfield Station, situated in the City of Southfield, County of Oakland and State of Michigan, comprising: (1) 120 - 40 kV transmission station (a) 4 - 120 kV circuit breakers l (b) 2 - 100 MVA transformers (c) 2 - 24 MVA capacitors (d) 11 - 40 kV circuit breakers (2) 4,000 sq. ft. block Control Center (3) Improvements to land l and

i i 1 Sunset Station, situated in the Township of Farmington, County of Oakland and State of Michigan, comprising: (1) 120 .40 kV transmission station (a) 4.120 kV circuit breakers (b) 2 - 75 MVA transformers (c) 9 - 40 kV circuit breakers (d) 2 - 24 MVA transformers (2) 40 - 13.2 kV distribution substation (a) 2 - 15 MVA transformers (b) 8 positions - 13.2 kV switchgear (3) 2,000 sq. ft. block Control Center (4) Improvements to land and Wixem Station and Pole Yard, situated in the City of Wizom, County of Oakland and State of Michigan, comprising: (1) 345 - 120 kV transmission station O (a) 500 MVA, 345 - 120 kV transformer (b) 120 KV breakers (2) 120 - 13.2 kV distribution substation (a) 2 - 25 MVA, 120 - 13.2 kV transformer (b) 5 positions - 13.2 kV switchgear l (3) 400 sq. ft masonry Control Center l i

14) 4,200 sq. ft. headquarters building (5) 100,000 sq. ft. pole salvage building (6)

Improvements to land. \\ (:) l l l

4 l O'

• >><* nix C STATEMENT OF COST OF CONSTRUCTION OF FEILMI 2 Detroit Edison Plan't Actual Cost of Construction Account & Description Through 5/31/76 Nuclear Production Plant 320 A Land and Land Rights 77,102.00 321 A Improvements to Land 9,316,213.55 321 3 Buildings 20,421,286.41 322 A Reactor Plant Equipment 99,914,164.69 323 A Turbogenerator Units 43,666,949.12 324 A Accessory Electric Equipment 8,03C,840.15 325 A Miscellaneous Power Plant Equipment 8,442,554.90 Transmission Plant 353 A Station Equipment 1,305,603.63 Miscellaneous Construction Expenditures 400 A Purchasing and Handling Materials 1,512,148.34

(~% 401 A Supervision, Tools, etc. 2,754,659.82 \\l 402 A Engineering, Drafting and Design 45,344,198.92 403 A Accrued Vacations 96,940.80 i l 4 04 A General Administrative Costs 3,177,627.05 410 A Pension Expense 931,495.77 412 A Taxes 4,505,087.17 413 A Allowance for Funds Used During Construction 75,573,364.43 414 A Insurance 974,641.06 419 A Miscellaneous Construction Expenditures 64,089,718.41 Nuclear Fuel 441 A Direct Charges 596,995.92 441 B Departmental Expenses 66,226.13 441 C Miscellaneous Construction Expenditures 3,217.91 441 D Property Taxes and AFDC 64,204.12 TOTAL ACTUAL COST $390,871,240.30 O

t 4 Detroit Edison Plan,t Account & Description Actual Cost of Construction for _the Period 05/31/76 through 12/31/76 Nuclear Production Plant 320 A Land and Land Rights 0.00 321 A Improvements to Land 321 B Buildings 7,395.79 322 A Reactor Plant Iquipment 89,092.36 3 23 A Tubogenerator Units 2,452,593.90 324 A Accessory Electric Equipment 4,890,040.37 325 A Ndscellaneous Power Plant Equipment 106,819.99 353,588.70 Transmission Plant 353 A Station Equipment (2,005.98) Miscellaneous Construction Expenditures 400 A Puchasing and Handling Materials 401 A Supervision, Tools, etc. 110,622.58 214,922.26 402 A Engineering, Drafting and Design i () l 403 A Accrued Yacations 2,760,103.86 403 A General Administrative Costs 12,047.44 410 A Pension Expense 202,447.92 1 412 A Taxes 144,965.10 648,018.49 413 A Allowance for Punds Used During Construction 414 A Insurance 14,790,120.99 151,983.69 419 A Miscellaneous Construction Expenditures 5,446,876.86 Nuclear Fuel 441 A Direct Charges j 441 B Departmeetal Expenses 4,000,00).00 22,530.09 441 C Miscellaneous Construction Expenditures 441 D Property Taxes and AFDC 1,160.90 47,000.00 TOTAL ACTUAL COST $ 36,450,337.31 l

a f Estimated Cost of Construction For the Period 12/31/76 Expenditure Category Through 1/31/77 Plant Costs Equipment 320,000.00 Subcontract Costs 550,000.00 Direct Labor 0.00 Plant Indirect Cost 435,000.00 Engineering 385,000.00 General Overheads 305,000.00 Property Taxes 100,000.00 Allowance for Funds Used During Construction 2,250,000.00 Nuclear Fuel Costs O Direct Charges O.00 Engineering 2,000.00 Overhead Costs 1,000.00 Allowance for Funds Used During Construction 9,000.00 TOTAL ESTIMATED COST 4,357,000.00 TOTAL COST OF CONSTRUCTION $431,678,577.61 l O ,m

---

a

,,. _ ~,. -... _..,,. -,, .,.m.-

i .1 APPENDIX D ESTIMATED TOTAL COST OF CONTRUCTION OF FERMI 2 Cost of Estimated Detroit Edison Plant Estimated Construction Remaining Cost Account & Description Total Cost as of 5/31/76 To Be Expended (Thousands of Dollars) Nuclear Production Plant 320A Land and Land Rights 77 77 321B Improvements to Land 12,931 9,316 3,615 321B Building: 35,202 20,421 14,781 322A Reactor Plant Equipment 164,206 99,914 64,292 323A Turbogenerator Units 56,308 43,667 12,641 324A Accessory Electric Equipment 20,658 8,'. 3 7 12,621 325A Miscellaneous Power Plant Equipment 27,894 8,443 19,451 Transmission Plant 353A Station Equipment 1,415 1,306 109 Miscellaneous Construction Expenditures 400A Purchasing and Handling Materials 2,541 1,512 1,029 401A Supervision, Tools, etc. 15,627 7,755 12,872 402A Engineering, Drafting & Design 61,459 45,344 16,115 403A Accrued Vacations 198 97 101 404A General Administrative Costs 5,643 3,178 2,465 l 410A Pension Expense 2,826 932 1,894 i 412A Taxes 21,234 4,505 16,729 413A Allowance for Funds Used during Construction 231,724 75,573 156,151 I 414A Insurance 2,827 975 1,852 419A Misc. Construction Expenditures 242,316 64,090 178,226 Nuclear Fuel 441A Direct Charges 62,620 597 62,023 4415 Departmental Expenses 702 66 636 441C Misc. Construction Expenditures 128 3 125 441D Property Taxes and AFDC a,610 64 8,546 l TOTAL $977,146 $390,872 $586,274 O '- "~ ~"' 105,Gi%

t .I O' ^ " " " " " " AVERACE FIXED CHARGE RATE ~ Components 1 Return on Investment and Related Taxes Edison Average Capital Structure. Year 1975 Amount Embedded

• Return (000)

Percent Cost % Component % Long-tern Debt Preferred / Preference Stock Conanon Stock and Surplus 100.0 Income taxes associated with equity components Total Return and Income Taxes

• 1.7 times cost of long-term debt.

O northern Weighted average interest cost of long-term debt = Wolverine Weighted average interest cost of long-term debt = 2 Depreciation Composite rate for Nuclear Production Plant = 3 Property Tax = 4 Franchise Tax = 5 Insurance =

SUMMARY

Fixed Charge rate applicable to: Northern Wolverine 1 Return on Investment Edison I X Northern X Wolverine I Average of Above I i 2 Depreciation I X 3. Property Tax I I n m m-

1 O' Northern Wolverine 5 Insurance x x 6 Income Tax (if any) x x TOTAL X X G O S se O

.I ~ O APPENDIX F RATE FOR SALE OF CAPACITY AND ENERGY UNDER SECTION 5.3.3 General The rate for sale of Capacity, Energy and the annual Transmission charge shall be based upon Edison's average costs for the actual period involved, determined in the same manner as illustrated below for the year 1975. Capacity Charge 1. Met Investment (Thousands of Dollars) Gross Investment in Production Plant, as of' January 1, 1976 $1,525,100 Less: Accumulated Provision fer Depreciation 339,761 Net Investment in Production Plant $1,185,339 Plus: Inventory of Fuel (Average 1975) 68,444 Inventory of Materials and Supplies (Average 1975) 8,617 Total Net Investment $1,262,400 2. Return on Investment and Related Income Taxes i Average Capital Structure, Year 1975 i Amount Embedded Return Source of Capital (000) Percent Cost % Component : Long-term Debt $1,587,775 55.3 7.50 4.15 l Preferred / Preference Stock 349,841 12.2 8.32 1.02 Common Stock and Surplus 933,613 32.5 12.75* 4.14 $2,871,229 100.0 9.31 Income taxes associated with equity components (1.02 + 4.14) x.9694** 5.00 Total Return and Income Taxes 14.31 3. Annual Capacity Costs (Estimated) (Thousands of Dollars) Return on Investment and Related Income Taxes ($1,262,400 x 14.31%) $180,649 -Depreciation 38,900 Property and Franchise Taxes 29,416 Insurance 935 Operation Expenses - Production (Excluding fuel, purchased power, fuel handling and net interchange) 28,573 Maintenance Expenses - Production (Buildings and grounds only) 2,388 O Payroll related taxes and benefits 5,482 Other Administrative and General Expenses 7,059 TOTAL $293,402

.l 4. Annual Capacity Charte Annual Capacity Costs Net Output Capability x (Net Capability of Fermi 2 x Total Estimated Cost of Fermi 2) (Planned Excess capacity) = Annual Capa:ity Charge ENERGY CHARGE Annual Energy Costs (Estimated) (Thousands of Dollars) Operation Expenses (Including fuel, purchased power, fuel handling, net interchange) $442,494 Maintenance Expenses (Excluding Production buildings and grounds) 51,876 Fayroll related taxes and benefits 5,707 Related Administrative and General Expenses 11,828 Sub-Total $491,905 Adjustment for Transmission Losses (1.8%) $ 8,854 Total Annual Energy Costs $500,759 Energy Charge = Total Annual Energy Costs Net Annual Edison System Output (KW) $500,759,000 I"*#37

• 1. 8' " 35,033,990,000 KW

= $.0143/KW 1.43c /KW TRANSMISSION CHARGE (Thourands of Dollars) 1. Net Investment Gross Investment in Transmission Plant, as of January 1, 1976 $397,665 Lass: Accumulated Provision for Depreciation 60,190 Net Investment $337,475 2. Return on Investment and Related Income Taxes Average Capital Structure, Year 1975 Amount Zabedded Return Source of Capital (000) Percent Cost ! Component % Long-tern Debt $1,587,775 55.3 7.50 4.15 Freferred/ Preference Stock 349,841 12.2 8.32 1.02 Consnon Stock and Surplus 933,613 32.5 12.75* 4.14 $2,871,229 100.0 9.31 Income taxes associated with equity components (1.02 + 4.14) x.9694 5.00 Total Return and Income Taxes 14.31

t ,1 O 3. Annual Transmission Costs (Estimated) (Thousands of Dollars) Esturn on Investment and Related Income Taxes ($337,475 x 14.31,%) Depreciation $48,293 9,045 Property and Franchise Taxes 9,413 Insurance 165 Operation Expenses - Transmission 4,354 Maintenance Expenses - Transmission 3,655 Payroll related taxes and benefits 1,328 Other Administrative and General Expenses _1,826 TOTAL $78,079 4. Annual Transmission Charge Annual Transmission Costs System Peak Load *** x (Net Capability of Termi 2 x Cooperatives Investment 1 in Fermt 2 Total Estimated Cost of Termi 2 (Planned Excess Capacity and Unplanned Excess capacity repurchased by Edison) = Annual Transmission Charge

• 1.7 times cost of long-term debt.
  • The income taxes associated with the equity components shall be calculated as the l

product of the sum of the return components of preferred / preference stock and common equity and a tax factor defined as: ~ (1-S) (1-F) S equals the then current effective Michigan Single Business Tax rate (or any substi-tuted or successor tax) and T equals the effective Federal Corporate Income Tax rate. Initially, the tax factor is represented by: ~ (1 .0235) (1 .48) which equates to.9694.

• • • The System Peak Load shall include EDISON's highest native system peak load, the Cooperatives' Entitlement in Termi 2 less Planned and Unplanned Excess Capacity re-purchased by EDISON plus any other capacity sales by EDISON which were in effect during the entire calendar year for which the Annual Transmission Charge is being calculated.

P

.\\.'. () APPENDIX G PLANNED EXCESS CAPACITY General Northern and Wolverine shall sell the following Planned Excess Capacity from Fermi 2 in accordance with terms and conditions set forth in Section 6.4.2 thereof. If Fermi 2 is delayed for any reason beyond 1980, the Planned Excess Capacity to be sold to Edison will be as shown by the Schedule below. Planned Excess Cacacity Expressed as % of Fermi 2 (1100 MW) O Year Northern Wolverine 1980 10.60% 7.50% 1981 10.60% 7.50% 1982 9.53% 6.75% 1983 8.47% 6.00% 1984 7.41% 5.25% 1985 6.35% 4.50% 1986 5.29% 3.75% 1987 4.24% 3.00% ~ 1988 3.17% 2.25% 1989 2.12% 1.50% l 1990 1.05% 0.75% ! () l

O EXHIBIT A-1 LIMITED WARRANTY DEED THIS INDENTURE, made this day of 197,_, between THE DETROIT EDISON COMPANY, a corporation organized and existing concurrently under the laws of the States of Michigan and New York, of 2000 Second Avenue, Detroit, Michigan 48226, (hereinaf ter referred to as " EDISON") and NORTHERN MICHIGAN ELEC-TRIC COOPERATIVE, INC., a Michigan. Cooperative Corporation, of P. O. Box 138, Boyne City, Michigan 49712, and WOLVERINE ELECTRIC COOPERATIVE, INCORPORATED, a Michigan Cooperative Corporation of P. O. Box 1133, Big Rapids, Michigan 49301, (hereinafter referred to as " COOPERATIVES"). E11EEEEEIEi FOR AND IN CONSIDERATION of the premises, the execution by EDISON and COOPERATIVES of the Enrico Fermi Nuclear Power Plant Unit No. 2. Participation Agreement dated 19_, (hereinaf ter referred to as " PARTICIPATION AGREEMENT"), and the sum of Twelve Million Six Hundred Eighty One Thousand Eight Hundred and Forty Three 92/100 ( $12,681,843. 92) Dollars, receipt of which is hereby acknowledged, EDISON does hereby grant,

bargain, sell, transfer and convey unto NORTHERN MICHIGAN ELECTRIC COOPERATIVE, INC. an undivided 11.22% interest and unto WOLVERINE ELECTRIC CO-

. OPERATIVE, INCORPORATED an undivided 8.784 interest as tenants in common with EDISON, in and to that certain real property including O bui1 din 9s attached thereto located in the Township of Monroe, Mon-roe County, Michigan, more particularily described in Appendix A attached hereto and made a part hereof, reserving, however, unto itself an easement in --- - - - - - -the entire property to enter upon, locate,

b .l , O-construct, install, place, operate, maintain, inspect, repair, re-place, relocate, disassemble and remove certain air and/or water pollution control machinery and equipment including structures and related facilities and improvements presently existing or under construction or to be constructed, together with the right of in-gress and egress in, to, through and over the above described pre-mises for the purpose of doing anything necessary, useful or con-venient to the enjoyment of the easement, which easement and rights pursuant to said easement shall be assignable. Provided, however, that the estates created by the fore-going conveyance shall terminate at the expiration of the initial 40-year operating license for Fermi 2 or, in the event of renewal O of said operating license, sixty (60) years from the date hereof, at which time, al.1 right, title and interest in said real property created by this conveyance shall automatically revert to EDISON, its successors and assigns. As part of the consideration of this conveyance, the par-ties convenant as follows: l COOPERATIVES, for themselves, their successors and as-signs, hereby accept title to said real estate and any improvements now or hereafter constructed thereon as tenants in common with EDI-SON, its successors and assigns, and AGREE that: (a) the interests hereby conveyed shall be held as tenancies in common; (b) the Par-ties have the right to partition the real property hereby conveyed whether by partition in kind or by sale and division of the proceeds thereof; (c) the Parties will not resort to any action at law or in equity to partition said property; (d) the Parties waive the

1 i benefit of all such laws as may now or hereaf ter authorize such partition; (in) the covenants herein made and restrictions set forth in this conveyance shall be binding upon the Parties, their succes-sors and assigns, shall be an attribute of the title herein convey-ed to COOPERATIVES and shall be and remain convenants running with the real estate hereby conveyed; (f) COOPERATIVES recognize and represent to the GRANTOR and others who may now or h treaf ter ac-quire interests in said property as. tenants in common. that the common ownership created hereby and the reservations, conditions, restrictions, waivers and covenants herein set forth are for the mutual benefit of the Parties and their successors and assigns, and that such benefit is best realized by insuring to each tenant in O co==oa the tue of owaer aie,== ad overation of rer=1 2 during such period; and (g) said reservations, conditions, restrictions, waivers and covenants are reasonably related to a proper purpose to be accomplished, and that said period is therefore reasonable when so considered. EDISON covenants that the property conveyed is free of all encumbrances and that lawful seisin of and good right to convey said property is vested in EDISON. EDISON warrants the title to the aforesaid lands to the extent conveyed against defects in title s:aused by EDISON since its date of Possession and EDISON will de'- fend the same against the lawful claims of all persons whomsoever. IN WITNESS WHEREOF, EDISON has caused this instrument to be executed by its duly authorized officers on the day and year first above written.

o

() In the Presence of: THE DETROIT EDISON COMPANY By: E. L. GROVE, JR. By: FRANK M. KEHOE ('S E A L OF THE C O M P A N Y) STATE OF MICHIGAN ) O > SS. COUNTY OF WAYNE ) l On this day of , 1976, be f o re me the subscriber, a Notary Public in and for said County, personally appeared and to me known, who being by me duly sworn, did say they are the and of THE DETROIT EDISON COMPANY, a corporation organized and existing concurrently under the laws of the States of Michigan and New York, -and that the seal af fixed to said instrument is the corporate seal of said corporation, by authority of its Board of Directors, and and acknowledged said instrument to be the free act and deed of said corporation. O Notary Public, Wayne County, Michigan My Commission Expires: 1

l .l. EXHIBIT A-2 BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, That THE DETROIT EDISON e COMPANY, a corporation organized and existing concurrently under the laws of the States of Michigan and New York, of 2000 Second Avenue, Detroit, Michigan 48226, hereinafter referred to as "EDI-SON" for an in consideration of the sum of Seventy Four Million Seven Hundred I'if ty Three Thousand Eight Hundred Seventy One 60/100 ($74,753,871.60) Dollars lawful money of the United States, repre-senting twenty (204) percent of the aggregate of all cost of con-struction of the Enrico Fermi Nuclear Power Plant Unit No. 2 to it paid in accordance with the Enrico Fermi Nuclear Power Plant Unit O No. 2 Participation Agreement by NORTHERN MICHIGAN ELECTRIC CO-OPERATIVE, INC., a Michigan Coopera tive Corpora tion of P. 'O. Box 138, Boyne City, Michigan 49712, and WOLVERINE ELECTRIC COOPERA-TIVE, INCORPORATED, a Michigan Cooperative Corporation of P. O. Box 1133, Big Rapids, Michigan 49301, hereinaf ter referred to as "CO-OPERATIVES", the receipt of which is hereby acknowledged, has bar-gained and sold, and by these presents does grant and ccnvey unto Northern Michigan Electric Cooperative, Incorporated an undivided 11.224 interest and unto Wolverine Electric Cooperative, Incor- -pora ted an undivided 8.784 interest in the Plant, including the nuclear power reactor, the turbine generator, the building housing same, the generator transformer and associated auxiliaries and equipment known as Enrico Fermi Nuclear Power Plant Unit No. 2 (as is more fully described on the attached Appendix B) to have and to hold the same for themselves, their successors and assigns, until

i .I - O.- said Participation Agreement is terminated when Fermi 2 is retired from service.,according to Section 19.1 of the Partic'ipation Agree-ment. EDISON does hereby convenant to and with COOPERATIVES, their successors and assigns, to warrant and defend the grant and conveyance hereby made to the extent and upon the terms and condi-tions set forth in the Participation Agreement. IN WITNESS WHEREOF, said THE DETROIT EDISON COMPANY has caused this instrument to be signed in its name by its duly author-ized officers this _ day of , 1976. In the Presence of: THE DETROIT EDISON COMPANY By: O By: STATE OF MICHIGAN ) ) SS. COUNTY OF WAYNE ) g On this _ day of , 1976, before me the sub-scriber, a Notary Public in and for said County, personally appear-ed and to me known, who being by me duly sworn, did say that they are the and of THE DETROIT EDISON CCMPANY, a corporation organized and existing concurrently under the laws of the States of Michigan and New York, and that the seal af fixed to said instrument is the corporate sea,1 of said corporation, and that Q said instrument was signed and sealed in behalf of said corpora-tion, by authority of its Board of Directors, and and acknowledged said instrument to be the free act and deed of said corporation.

s i \\ O' ' Notary Public, Wayne County, Michigan My Commission Expires: O G er 1 l O E-7

g' m .s > W et. - c 4 TRANSMISSION SERVICE AGREEMENT /tg. K Ft4444 7. P M " I d AGREEMENT, entered into this M day of / d, 1977 between V CONSUMERS POWER COMPANY, a Michigan corporation, hereinafter called "CONSLHERS," and NORTHERN MICHIGAN ELECTRIC COOPERATIVE, INC., a Michigan corporation, hereinaf ter called " NORTHERN," and WOLVERINE ELECTRIC COOPERATIVE, INC., a Michigan corporation, hereinafter called " WOLVERINE." NORTHERN and WOLVERINE are hereinafter sometimes referred to collectively as " COOPERATIVES". CONSUMERS and NORTHERN and WOLVERINE are also here~inaf,ter sometimes referred to individually ~ as " PARTY" and collectively as " PARTIES," where appropriate. WHEREAS, CONSLHERS and NORTHERN and WOLVERINE are public utilities engaged, among other things, in the generation, purchase, transmission and sale of electric energy, and O ( WHEREAS, the. COOPERATIVES have entered into the following contracts with The Det- 'ison Company (hereinaf ter called " Edison"): (1)*a Partici-pation Agreement (hereinafter called the "Termi Participation Agreement") dated as,of February 8,1977 providing for the COOPERATIVES' and Edison's ownership, as tenants in common, and operation by Edison, of a nuclear elec-tric generat,ing unit known as the Enrico Termi Nuclear Power Plant Unit No. 2 (hereinafter called " Fermi 2") being constructed in Frenchtown Township, Monroe County, Michigan, (2) a Partial Requirements Agreement (hereinafter called the " Fermi Partial Requirements Agreement") dated as of February 8, 1977 under which Edison shall provide the COOPERATIVES with certgin back-up capacity and energy during periods when Fermi 2 is totally or partially out of service for annual refuelings and maintepance, forced outages and unforeseen maintenance or p,lant modifications, and'(3) a Transmission Agreement (herein-after called the " Fermi Transmission Agreement") dated as of Februan 8,1977

i under which Edison shall provide transmission service for the delivery to the O COOPERAT1vES of the ca,acit7 and e=arS7 to hich ther are entitied under the Fermi Participation Agreement and the Termi Partial Requirements Agreement, to the point in Edison's service area where the COOPERATIVES may accept delivery of such capacity and energy either through their own transmission facilities or those of other electric systems, and WHEREAS, the systems of CONSLHERS and Edison are directly intercon-nected through certain high voltage transmission line facilities pursuant to i an Electric Coordination Agreement dated as of January 5, 1976 between CON-SLMERS and Edison (which Agreement is hereinaf ter es11ed the " Consumers-Edison Electric Coordination Agreement"), and WHEREAS, the systems of CONSUMERS and the COOPERATIVES are directly interconnected through certain high voltage transmission line facilities O >======== = t=c rc=== cti== ^== === d t d = 1 5 >c =d r 2 1973 6 t = I CONSUMERS, NORTHERN, WOLVERINE, the City of Grand haven and the City of Traverse City, as amended and supplemented (which Agreement, as a= ended and supplemented, is hereinafter called the " Consumers-Cooperatives Interconnec-tion Agreement"), and WHEREAS, the syrtems of the COOPERATIVES and Edison are not directly ~ . interconnected through their own transmission line facilities, and WHEREAS, the* COOPERATIVES desire that CONSUMERS shall provide trans,- mission service for the delivery to the COOPERATIVES of the capacity and energy to which they are entitled under the Termi Participation Agreement and the Termi Partial Requirements Agreement, from the system of Edison to the systemsoftheCOOPERATIVES;andCONSUMERSiswillingsotodbsubjectto terms and conditions of this Agreement.,[ g

NOW, THEREFORE, in consideration of the premises and the mutual O agreements herein set forth, CONSLHERS and NORTHERN'and WOLVERINE hereby agree t as follows: ARTICLE 1 PROVISION OF TRANSMISSION SERVICE 1.1 CONSLHERS shall provide transmission service from its points of inter-connection with Edison, which are now in existence or hereafter estab-lished by CONSLHERS and Edison under the terms of the Consumers-Edison Electric Coordination Agreement or any superseding Agrce=ent, to its points c,f interconnection with the COOPERATIVES, which are now in exis-tence er hereafter established by CONSUhERS and the COOPERATIiTES tider the terms of the Consumers-Cooperatives Interconnection Agreement or any superseding Agree =ent, for the purpose of delivering to the COOPERATIVES the following: (, (a) the capacity and energy to which the COOPERATIVES are entitled under the Termi Participation Agreement, and (b) the backup capacity 'and energy to which the COOPERATIVES are en-titled under the Ter=1 Partial Require =ents Agreement, provided, however, that CONSLHERS shall not be obligated to provide transmi'ssion service hereunder in regard to any capacity and energy in excess of the COOPERATIVES' total 20% Capacity a,nd Energy Entitle =ent in Termi 2 as now set forth in the Termi Participation Agreement, less (1) the COOPERATIVES' Planned Excess Capacity and Energy from Termi 2, as now or hereafter described in the Termi Participation Agree:ient or any amendment thereof, which Edison is ob11 gated to purchase from the COOP-O zaATIvtS, and (2) the C00PE,AT1vES. en,1anned Excess Ca,acity and Energy ( from Term n, as no. described in the Termi rartici,ation A,ree=ent. l

.i l which Edison or any other party may purchase from the COOPERATIVES. l (:) Further, if Edison discontinues or reduces its delivery to CONSUMERS of (a) the capacity and energy to which the COOPERATIVES are entitled under the Termi Participation Agreement, or (b) the backup capacity and energy to which the COOPERATIVES are entitled under the Termi Partial Require-ments Agreement,' then CONSUhERS shall make a corresponding d scontinua-tion or reduction in its delivery of capacity and energy to the COOPERATIVES. 1.2 The transmission service rendered by CONSUMIRS hereunder shall have the same levels of reliability as the transmission of electric power made by CONSUNIRS for its own account to similar points of delivery from CONSUMIRS' i bulk transmission facilities. 1.3 The COOPERATIVES agree that CONSUMERS shall have no obligation to extend l l its transmission system for the purpose of providing the transmission O service hereunder. ( ARTICLE 2 TRANSMISSION SERVICE CHARGES 2.1 NORTHERN and WOLVERINE shall compensate CONSUNZRS for use of its trans-mission facilities by payment of a transmission service charge to be com-puted in the following manner: 2.1[1 On or before January 1 of each calendar year, beginning with the calendar year in which Fermi 2 goes into commercial opera-tion, dONSUMERS shall compute an annual transmission service 1 charge for such calendar year by multiplying its annual trans-mission cost per kilowatt of load times the kilovatts of ~ capacity scheduled for delivery during such calendar year to () the COOPERATIVES pursuant tb the Termi Participation Agreement ( 'or the Termi Partial Requirements Agreement, as the case may y. .-_r.,-

O se. >e.innin. -ith the month in which rermi 2.oes into com-k mercial operation and each month thereafter during the term of th5s Agreement, NORTHERN and WOLVERINE shall pay to CONSUMERS one-twelfth of the applicable annual transmission service charge. In the event of any increase, from time to, time, in the kilowatts of capacity scheduled for delivery during any calendar year to the COOPERATIVES pursuant to the Termi Par-ticipation Agreement or the Termi Partial Requirements Agree-ment, as the case may be, then in such event CONSUMERS shall recompute the annual transmission service charge for such calendar year by multiplying its annual transmissica cost per kilowatt of load times the kilowatts of capacity scheduled for O d 11very d=rini che re=ainder of such ca1endar 7 ear to the { COOPERATIVES. Beginning with the month in which such increase in kilowatts of capacity is scheduled for delivery to the COOPERATIVES and each month thereafter during the remainder of such calendar year, NORTHERN and WOLVERINE shall pay to CON-SUMERS one-tvelfth of the recomputed annual transmission service charge for such calendar year. No recomputation shall be made of the applicable annual transmission service charge because of any decrease in the kilowatts of capacity scheduled for delivery during any calendar year pursuant to the Fermi Participation Agreement or the Termi Partial Requ$rements - Agr,eement, as the case may be. 2.1.2 Tor the purposes of such computation under Section 2.1.1, ,QONSUMERS' annual transmission cost shall be equal to (1) its fixed charges, as of January 1 of the calendar year [or uhich

6 r. j the annual transmission service charge is being computed, on the investment in all of its transmission lines and substation facilities at 138 kV and higher voltages as of January 1 of said calendar year, plus (2) all expenses associated with the operation and maintenance of said transmission lines and sub-station facilities accumulated during the calendar year prior to the one for which the annual transmission service charge is being computed, including administrative and general expenses. Said investment and expenses shall be as recorded on CONSLHERS' books of record in accordance with the Uniform System of Accounts for Class A electric utilities issued by the Federal Power Commission, or any successor agency or department. 2.1.3 CONSUMERS' annual fixed charge factor to be used in the deter-O mination of its fixed charges shall include (a) applicable (

taxes, i.e., property tax, Michigan Single Business Tax, income taxes, er any other applicable tax which is in effect as of January 1 of the calendar year for which the annual transsis-sien sarvice charge is being computed, (b) insurance which is

- in-effect as-of January 1 of said calendar year, (c) deprecia. tion allowance which is in effect as of January 1 of said calendar year, (d). return on applicable investment which is determicta en the basis of (i) the imbedded cost of debt and_.. preferred and preference stock, (ii) the rate of return on common equity on which CONSUMERS' electric rates approved by the Federal Power Commission, or any successor agency or

• O

/ department, are based, and- (iii) the capitalization ratios, all in effect as of January 1 of said calendar year, (e) any other

.A O fixed charge expense which is in effect as of January 1 of said ( calendar year, and (f) any other fixed charge expense which is not in effect as of January 1 of said calendar year but which is expected to become effective during said calendar year. The annual fixed charge factor, expressed as a decimal, shall be levelized over the life of said transmission lines a5d substa-tion facilities. The income tax component of said annual fixed charge factor shall take into account the effect of all accel-ersted depreciation normalized on the books and the revenue effect of the investment tax credit normalized on the books arising from CONSUMIRS' investment in said trans=ission lines and substation facilities. The annual fixed charge factor, however, shall reflect the accounting permitted by the' Federal ( Power Commission, or any successor agency or department. ( 2.1.4 The load to be used in such computation under Section 2.1.1 shall.be. that. occurring on. CONSUMERS' main system during the calendar year prior to the one for"which the annual transmis-sion service charge is being computed, and shall include (1) CONSUMERSf. highest = one hour integrated demand on its main s 3 system during such' prior calendar year, plus (2) any capacity j . sold by CONSUMERS to the COOPERATIVES or any other party which .is.acheduled to be transmitted throughout such prior calendar-- .s... year, plus (3) any capacity which is scheduled to be trans-mitted throughout such prior calendar year by CONSUMERS under l transmission service arrangements (including, but not limited '( ) to,thetransmissionservicIarrangementsunderthisAgree=ent) I Made by CONSUMERS vith the COOPERATIVES or any other party.

.4 2.1.5 Since the components of CONSUMERS' annual transmission cost to be used in the computation of the annual transmission service k' charge for each calendar year car.not be completely identified until about April 1 of such calendar year, such annual trans-mission cost shall be estimated initially for the purpose of computing the annual transmission service charge fiir each calendar year under Section 2.1.1 above. As soon as prac. ticable after the. components of CONSUMERS' annual transmission cost are completely identified, a determination of CONSUMERS' actual annual transmission cost shall be made and the annual transmission service charge for that calendar year shall be recomputed by CONSUMERS using such actual annual transmission cost in lieu of the estimated annual transmission cost. Such O recomPuted annua 1 eransmissien service charSe sha11 be effee-tive *hroughout that calendar year except for any recomputation thereof resulting from any increase in the kilowatts of capacity scheduled for delivery during that calendar year. 2.1.6 An illustration of the computation of the annual transmission service charge is attached hereto as Exhibit A.

2. l'. 7 It is contemplated by the PARTIES that major transmission system additions at 138 kV or higher voltages, which CONSUMERS

. and the' COOPERATIVES mutually agree are beneficial to their respective systems, may be installed in the future by CONSUMERS and the COOPERATIVES on the basis that the investment in such additions shall be shared by CONSUMERS and the COOPERATIVES in ( i proportion to their respective benefits. In the" event that ( -...,,,-,-_,.,.,,-_-,,-.,,..,,,,..._-n,-_.,

CONSUMERS and the COOPERATIVES mutually agree that the COOP-O ERATIVES shall assume any portion of CONSUMERS' share of such (' investment, then the PARTIES shall negotiate in good faith in regard to the amount by which the annual transmission service charge should be reduced if such portion of CONSUMERS' share of such investment is assumed by the COOPERATIVES. 2.2 Nothing contained in this Agreement shall be construed as affecting in any way the right of CONSUMERS to unilaterally make application to the Federal Power Commission, or any successor agency or department, for a change in rates, charges, classification, conditions, or service, or any rule, regulation, or contract relating thereto, under Section 205 of the Federal Power Act and pursuant to the Commission's Rules and i t :jlations promulgated thereunder or under conparable statutes and regulations of a successor agency or depart =ent. NORTHIRN and WOLVERINE shall have the ( right to protest and participate in any such proceedings; provided, however, that NORTHEKN and,WOLVIRINE may not conte.<t the legality of any such unilateral application by CONSUNERS to the Federal Power Cc-tssion l or any successor agency or department, as set forth in the preceding i sentence, as a violation of this Agree =ent. ARTICLE 3 TRANSMISSION LOSSES P . A percentagt reduction in the capacity and energy delivery to NORTHERN and WOLVERINE shall be made because of electrical losses bn CONSW ERS' transmission system. This percentage reduction shall be established by CON-SUMERS from appropriate studiet to-identify such losses and re-established by ) CONSUMERSfromtimetotimetoreflectcurrentlossesonCONSUMER$'138kVand ( higher voltage tiansmission system. The pertinent supporting information o g. e 9

~ l l required to perform such studies shall be submitted by CONSUMERS to the COOPERATIVES for their perusal. Nothing contained in this Agreement shall be construed as,affecting in any way the right of NORTHERN and WOLVERIhT to file a complaint regarding the manner of deter =ination of such transmission losses, to the Federal Power Commission, or any successor agency or department, under Section206oftheFederalPowerActandpursuanttotheCc==issib6'sRules and Regulations promulgated thereunder or under comparable statutes and regu-lations of,a successor agency or department. ARTICLE 4 , REACTIVE POWER REQUIREMENTS Unless the PARTIES shall otherwise mutually agree, NORTEIRN and WOLVERINE shall provide the respective reactive power require =ents for their own electric syste=s. Further, unless the PARTIES shall otherwise =utually agree, the COOPERATIVES shall take appropriate action to c.aintain the flow of (, reactive power to as near zero as practical at each of the points of inter-connection between CONSUMERS and the COOPERATIVES. ARTICLE 5 BILLING S.1 Pro =ptly after the fir.st day _of each calendar month, beginning with the calenda'r month in which Ter=1 2 goes into coc=ercial operation, CONSLYr_RS I shall submit an invoice to NORTHERN and WOLVERINE representing one-l twelfth of the annual transmission service charge. It is conte = plated by l the PARTIES that the May invoice of each calendar year shall'also include 1 1 any adjustments for the difference between the estimated ann *ual trans-mission s'ervice charge paid and the actual annual 1.ransmission service charge to be paid during the first f6ur months of such calendar year. e

L ~ 5.2 The invoices shall be paid by NORTHERN and WOLVERINE so that CONSUMERS ( vill receive the funds by the 20th day after the date that such invoices are rendered or on the first working day th'ereafter if the payment date falls on other than a working day. All payments shall be made in immedi-ately available funds payable to Consumers Power Company, Attention: Treasurer,212WestMichiganAvenue, Jackson,MI,49201,orhwire transfer to a bank designated by, CONSUMERS. Any amounts remaining unpaid _after the due dates provided for above shall bear interest thereon from said dates at a rate of 1% per month or'the highest lawful rate, which-ever is lower. ARTICLE 6 LIABILITT ~ 6.1 In addition to the other conditions and provisions relating to the trans-O mission service provided by CONSUMERS under this Agreement, CONSUMERS (' shall not be considered to be in default in respect of any obligation hereunder if prevented from fulfilling such obligation by reason of uncontrollable forces. Further, CONSUMERS shall not be liable to the COOPERATIVES for damages for any act, omission or circu= stance in connec-tion with this Agree =ent which is occasioned by or is consequence of uncontrollable forces. The tem " uncontrollable forces" shall be deemed for the purposes hereof to mean storm, flood, lightning, earthquake, fire, explosion, failure of or breakage or accident to facilities, civil disturbance, labor disturbance, strike, act of the public enemy, insur-rection,. riot, sabotage, var, national energency, restraint by court, public or military authority, or other causes beyond the control of CONSUMERS, or by the making of necessary repairs upon the property or (' equipment of CONSUMERS. If unable to fulfill any obligations by reason ?

.s of uncontrollable forces, CONSLM RS will exercise due diligence to remove the disability with reasonable dispatch. t 6.2 The COOPERATIVES shall at all times assume all liability for, and shall indemnify and save CONSLMRS harmless from any and all damages, losses, claims, demands, suits, recoveries, costs, legal fees, and expenses for injury to or death of any person or persons whomsoever occuhrhg on the COOPERATIVES' systems, or for any loss, destruction of or damage to any property of third persons, firms, corporations or other entities occur-ring on the COOPERATIVES' systems, arising out of or resulting from, eitner directly or indirectly, their own facilities, or arising out of or resulting from, either directly or indirectly, any electric energy de-livered to their systems hereunder after such energy has been delivered to them by CONSUMERS. ARTICLE 7 (, MISCELLANEOUS 7.1 Article and Section Headings Not to Affect Meaning. The descriptive headings of the various Articles and Sections of this Agreement have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms and provisions thereof. 7.2 Counterparts. This Agreement may be executed simultaneously in any number of counter-parts, each of which shall be deemed an origi'nal, but all of which together shall constitute one and the same instrument. 7.3 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the j successors and assigns of each of th'e PARTIES, and insofar as permitted ( e

.1 by law, any receiver or trustee in bankruptcy, receivership, or reorgani-O zation of any PARTT. This Agreement shall not be transferred or other-(' vise alienated by any PARTT without the written consent of the remaining PARTIES. 7.4 Administrator of the Rural Electrification Administration. This Agreement shall not become effective until it has beed " approved in writing by the Administrator of the Rural Electrification Administration. I Evidence of said approval shall be furnished to all PARTIES signatory hereto. In the event such written approval is not obtained by August 8, 1977 (or by such later date as may be agreed upon in writing by the PARTIES), then in such event this Agreement shall be null and void. 7.3 Integration. The terms and provisions contained in this Agreement constitute the entire agreement among CONSLHERS and NORTRERN and WOLVERINE with respect ( to the subject matter of this Agree =ent, and shall supersede all previous ( communications, representations or agreements, either oral or written, among CONSLMERS and NORTHERN and WOLVERINE with respect to the subject i matter of this Agreement. 7.6 Ame*nd=ent. Any amendment of or supplement to this Agreement shall be in writing, executed by the PARTIES hereto and shall specify the date such a=endment or supplement shall become effective; provided, however, that nothing in this paragraph shall be in derogation of CONSUMERS' right t'o place into effect any effective superseding rates, charges, classifications, condi-tions or service, or any rule, regulation or contract relating thereto, 'O on f11e -ith the reaer 1 re er ce a 1e= er cce or se=c7== aerert= =t- .( n - sw

.h ~~. O ARTICLE 8 L TERM OF AGREEMENT This Agreement sha'll become effective on the first day of the cal-endar month in which Fermi 2 goes into commercial operation and, unless earlier terminated by mutual agreement of the PARTIES, shall continue in effect until the termination of the Fermi Participation Agreement. ( IN WITNESS WHEREOF, CONSUMERS and NORTHERN and WOLVERINE have caused this Agreement to be executed as of the day and year first above written. M9'CV!D A8 TO PCf2 CONSUMERS POWER COMPANY ,%'Fr c;. +..,ts: ica.a x ti: 4 coa J.s.r. ,7fw.[b! Attest: sf v /. By _\\. pS!5 TANT SECRETARY ExecutiveIVice Pr sident\\ ( ~ NORTHERN MICHIGAN ELECTRIC COOPERATIVE, If .s [ I 'M N Attest: hl O. y I Secretary President. WOLVERINE ELEC7.RIC COOPERATIVE, INC. l Attest /W ? ( 14.- O e r-Acting Secretary President

-.u.. n f F:go 1 ef 2 TRANSMISSION SERVICE AGREEMENT Illustration of How Annual Transmission Service Charge for Calendar Year 1976 Would Have 3een Computed Had 20,000 kW of Fermi 2 Capacity Been Scheduled for Delivery In Said Calendar Year (Thousands 1. Transmission Investment, as of January 1, 1976 of Dollars) 3 Transmission Plant in Service $ 261,837 General, Common, and Intangible Plant 2,043 Plant Held for Future Use 8,287 Working Capital 5,027 Total Transmission Inyest=ent $ 277,194 2. Annual Fixed Charge Factor, as of January 1, 1976 Property Tax 2.00% Michigan Single Business Tax .30 Federal Income Tax 3.87 4.89 Insurance .10 Depreciation Annuity .26 Return otr Invest =ent 9.16 9.14-15.69: 14.05% 3. Return on Invest =ent Require =ent, as of January 1, 1976 ~ Capital Strn'c'ture Weighted Type of Capital Ratios Cost Rate Return Cc=ponent Long Ters Debt 55.84: 7.37% 4.12% Preferred Stock 15.44 7.77 1.20 Cor=non Equity 28.42, 13.50 3.84 ueferred Taxes .30 Total 100.00 9.16% (Thousands 4. Annual Transmissioh Cost, as of January 1,7 1976 of Dollars) Fixed Charges - Plant in Service [($261,837 + 2,043).1569] $ 41,403 Other Transmission Investment [($8,287 + 5,027).1405)

• 1,871 Operation and' Maintenance Expenses Accumulated a

During Calendar Year 1975 - <] Bulk Power Transmission 2,859 Admin,4strative and General 1,369 ( Pool Center 190 ~ Total Annual Transmission' Cost' $ 47,692 -.,. -.-...-....- - -.~.- -.

EXHIBIT A Page 2 of 2 Q 3. Annual Transmission Service Charge k Annual Transmission Cost g kW of Fermi 2 capacity Annual Transmission System Peak Loada scheduled for delivery " Service Charge Annual Transmission Cost per kW = $47,692.000 $11.32 per kW = 4,213,585 kWa Annual Transmission Service Charge = $11.32 per kW X 20,000 kW of Fer=1 2 capacity schedu?.ed for delivery = $226,400 O (- I \\ f l

• The system peak load shall include II) Consumers' highest one hour integrated de=and on its main system during the prior calendar year, plus (2)any capacity sold by Consu=ers to the Cooperatives or any other Earty which is scheduled to be transmitted throughout suell prior calendar year, plus ( 8)any capacity which is scheduled to be transmitted throughout such prior calendar year by Cons.umers under tran. mission l

service arrangements made by Consu=ers with the Cooperatives or any other party. [~ (1)4,193,585 kW in 1975 + (2)none in 1975,5 (3)20,000 ku in 1975 = 4,213,535 kW in 19 ( e

6m VM ~ W ~ s ~rm rze.: fmA 2. A%.., AMENDMENT No. 1 TO ACREEMI';T I This A=endment No. I to Agree =ent, entered into as of the 3rd day of August, 1977, between CONSUMERS POWER COMPANY, a Michigan corporation, herein-af ter called "CONSDERS," and NORI'dIRN MICHICAN ELECTRIC COOPERATIVE, INC., a Michigan corporation, hereinafter. called " NORTHERN," and WOLVERINE ELEC*RIC COOPERATIVE, INC., a Michigan corporation, hereinafter called " WOLVERINE." NORTHIRN and WOLVERINE are hereinafter sc=eti=es referred to collectively as " COOPERATIVES." CONSD!I3S and NORTHERN and WOLVERINE are also hereinafter so=etimes referred to collectively as " PARTIES." WHEREAS, the PARTIES have entered into a Trans=ission Service Agree- =ent dated August 3, 1977, under which CONSUMERS shall provide trans=issien service for the delivery to the COOPEMTIVES of (1) the capacity and energy to which the COOPERATIVES are entitled under a Participation Agree =ent dated as ( of February 8, 1977 between the CCOPERATIVES and The Detroit Edison Cc=pany (hereinafter called " Edison") providing for the CCCPERATIVES' and Edison's ownership, as tenants in ce==on, and operation by Edison, of a nuclear elec-tric generating unit known as the Enrico Fer=1 Nuclear Power Plant t*nic No. 2 (hereinaf ter called "Ter=12") being constructed in Trenchtown Township, Monroe County, Michigan, and (2) the back-up capacity and energy to which the COOPERATIVES are entitled under a Partial Require =ents Agree =ent dated as of February 8, 1977 betvets the COOPERATIVES and Edison under which Edisen shall provide the COOPERATIVES with certain back-up capacity and energy during periods when Ter=1 2 is totally or partially out of service for annual re-fuelings and =aintenance, forced outages and unforeseen =aintenance or plant O edifications,and (

.i 480eweed m / ~ WEREAS, the PARTIES desire to amend and s'upplement the said Trans-( mission Service Agreement as hereinafter provided: NOW, THEREFORE, the PARTIES agree as follows: 1. Section 7.4 of Article 7 of the said Transmission Service Agreement shall be amended and supplemented to read as follows: "7.4 Administrator of the Rural Electrification Administration This Agreement shall not become effective until it has been approved in writing by the Administrator of the Rural Electrification Administration. Evidence of said approval shall be furnished to all PARTIES signatory hereto. In the event such written approval is not obtained by March 15,1978 (or by such later date as may be agreed upon in writing by the PARTIES), then in such event this Agreement shall be null and void." 2. This Amendment No. I shall be effective as of the 3rd day of August, 1977. O Except as hereinabove amended and supplemented, all the ter s 3. ( and conditions of the.said Transmission Service Agreement shall remain unchanged. IN WITNESS WHIREOF, CONSUMERS and NORTHERN and WOLVERINE have caused this Amendment No. 1 to be executed as of the day and year first above v.itten. n,,, $[C O \\ CONSUMERS POWER COSTANT ~. i e a i \\ l'7 6 ;., // -' Attest: ,3y u. ,j j // / NORTEERN MICHIGAN ELECTRIC COOPERATIVE, INC. [ Mb g Attest: , (ft m f .- 7 1 WOLVERINE ELECTRIC COOPERATIVE ' INC. ~ Attest 6 /[ M By '3 [E ( ~ ~ 9

._.1 cmfreset. - com6.. T 4% dW F M 2 "T' M Ma: O. ( AMEND! DENT NO. 2 TO AGREEMENT THIS AMENDMENT NO. 2 to Agreement, entered into as of the 3rd day of August, 1977, between CONSUFIRS POWER COMPANY, a Michigan corporation, hereinafter called " CONSUMERS," and NORTHERN MICHIGAN ELECTRIC COOPERATIVE, INC., a Michigan Cor-poration, hereinafter called " NORTHERN," and WOLVERINE ELEC-TRIC COOPERATIVE, INC., a Michigan corporation, hereinafter called " WOLVERINE." NORTHERN and WOLVERINE are hereinafter sometimes referred to collectively as " COOPERATIVES". CON-SUMERS and NORTHERN and WOLVERINE are also hereinafter some-times referred to collectively as " PARTIES." WHEREAS, the PARTIES have entered into a Transmission O Service Agreement dated August 3,1977 (hereinafter referred ( to as the" Transmission Service Agreement") under which CON-SUMERS shall provide transmission service for the delivery to the COOPERATIVES cf (1) the capacity and energy to which the COOPERATIVES are entitled under a Participation Agreement dated as of February 8, 1977 between the COOPERATIVES and The Detroit Edison Company (hereinafter called " Edison") pro-viding for the COOPERATIVES' and Edison's ownership, as tien-ants in common, and operation by Edison, of a nuclear elec-tric generating unit known as the Enrico Fermi Nuclear Power Plant Unit No. 2 (hereinafter called " Fermi 2") being con-structed in Frenchtown Township, Monroe County, Michigan, and O (2) thehack-upcapacityandeneri,ytowhichtheCOOPERATIVES ( are entitled under a Partial Renuirements Agreement dated as

. of February 8,1977 between the COOPERATIVES and Edh. son under which Edison shall provide the COOPERATIVES with certain back-up capacity and energy during periods when Fermi 2 is totally or partially out of service for annual refuelings' and maintenance, forced outages and unforeseen maintenance or plant modifications, and WEREAS, the PARTIES have entered into an Amendment No. I to the Transmission Service Agreement (hereinafter referred to as " Amendment No. 1"), which amended Section 7.4 of Article 7 of the Transmission Service Agreement, and WHEREAS, the PARTIES desire to amend and supplement the said Transmission Service Agreement as hereinafter provided: 1 NOW, THEREFORE, the PARTIES agree as follows: 1. Section 7.4 of Article 7 of the Transmission Service as amended by Amendment No. 1, shall be further I Agreement, a= ended and supplemented to read as follows : "7.4 Administrator of the Rural Electrification Administration This Agreenent shall not become effective until it has been approved in writing by the Adminis-trator of the Rural Electrification Administra-tion. Evidence of said approval shall be furnished to all PARTIES signatory hereto. In the event such written approval is not obtained by Septem-ber 15, 1978 (or by such later date as may be agreed upon in writing by the PARTIES), then in shall be null and void." - such event this Agreement 2. This Amendment No. 2 shall be effective as of the 3rd day of August, 1977. 3. Except as hereinabove amended and supplemented, all the terms and conditions of the Transmission Service Agree-ment shall remain unchanged.

% =+=dz _. C. IN WITNESS. WHEREOF, CONSUMERS and NORTHERN and WOLVERINE have caused this Amendment No. 2 to be executed as of the e:co.c m.~A day and year first above written. .:.,:. A C C-. .. _.. ';g. CONSUMERS POWER COMPANY r J...!Yb\\M' [s' [ .....eY ATTEST \\ NORTHERN MICHICAN ELEC QIC COOPERATIVE, INC. .~. [/,,I,[ .=_ k ATTEST: p/#s h By O I WOLVERINE ELECTRIC COOPERATIVE. INC. (' ByY ~ _ 9. g((yA ATTEST afAfh h w g /vs - v O ( i .,,-,,--,.-n, --,n,,,. ,,.c..,. n-,,,,,..,__.e

Cm Pm - C-,A y sex) O /to: PM? PM ( AMENDMENT NO. 3 TO AGREEMENT THIS AMENDbENT NO. 3 to Agreement, entered into as of the 3rd day of August,.1977, between CONSUMERS POWER COMPANY, a Michigan Corporation, hereinafter called " CONSUMERS," and NORTHERN MICHIGAN ELECTRIC COOPERATIVE, INC., a Michigan Cor-poration, hereinafter called " NORTHERN," and WOLVERINE ELEC-TRIC COOPERATIVE, INC. a Michigan Corporation, hereinafter called " WOLVERINE." NORTHERN and WOLVERINE are hereinafter sometimes referred to collectively as " COOPERATIVES." CONSUMERS and NORTHERN and WOLVERINE are also hereinafter O ooeti=es referrea to cottective17== "r^artzs " WHEREAS, the PARTIES have entered into a Transmission Service Agreement dated August 3,1977 (hereinafter referred to as the " Transmission Service Agreement") under which CON-SUMERS shall provide transmission service for the delivery to the COOPERATIVES of (1) the capacity and energy to which the COOPERATIVES are entitled under a Participation Agreement dated as.of February 8, 1977 between the COOPERATIVES and The Detroit Edison Company (hereinafter called " Edison") providing for the COOPERATIVES' and Edison's ownership, as tenants in cormon, and operation by Edison, of a nuclear electric generating unit known as the Enrico Fermi Nuclear Power Plant Unit No. 2 (here-inafter called " Fermi 2") being constructed in Frenchtown Town-O / ship, Monroe County, Michigan, and (2) the back-up capacity and k. l

s' $ &m& 5 O ( energy to which the COOPERATIVES are entitled under a Partial Requirements Agreement dated as of February 8,1977 between the COOPERATIVES and Edison under which Edison shall provide the COOPERATIVES with certain back-up capacity and energy dur-ing periods when Fermi 2 is totally or partially out of ser-vice for annual refuelings and. maintenance, forced outages and unforeseen maintenance or plant modifications, and WHEREAS, the PARTIES have entered into an Amend =ent No. 1 to the Transmission Service Agreement (hereinafter referred to as " Amendment No.1"), which amended Section 7.4 of Article 7 of the Transmission Service Agreement, and ( WHEREAS, the PARTIES. ave entered into an Amendment No. 2 to the Transmission Service Agreement (hereinafter referred to as " Amendment No. 2"), which amended Section 7.4 of Article 7 of the Transmission Service Agreement, as amended by Amendment No. 1, and WHEREAS, the PARTIES desire to amend and supplement the said Transmission Service Agreement as hereinafter provided: NOW, THEREFORE, the PARTIES agree as follows: 1. Section 7.4.of Article 7 of the Transmission Service Agreement, as amended by Amendments Nos. 1 and 2, shall be fur-ther amedded and supplemented to read as follows: O i ( 1 l l l

~ ~ .Ans.J g , k,. "7.4 ' Administrator of the Rural Electrification Administration This Agreement shall not become effective until it has been approved in writing by the Administrator of the Rural Electrifi-cation Administration. Evidence of said approval shall be furnished to all PARTIES signatory hereto. In the event such written approval is not obtained by March 15, 1979, (or by such later date as may be agreed upon in writing by the PARTIES), then in such event this Agreement shall be null and void." 2. This Amend =ent No. 3 shall be effective as of the 3rd day of August, 1977. 3. Except as hereinabove amended and supplemented, all the terms and conditions of the Transmission Service Agreement shall remain unchanged. IN WITNESS WHEREOF, CONSUMERS and NORTHERN and WOLVERINE have caused this A=endment No. 3 to be executed as of the day APPROM M fo PC2.s and year first above written. co w n m+a :.:.i....

• ###"'I CONSUMERS POWER COMPANY ATTEST:,. 7 I2 By Y

__ 'I..' 7...,/~/- e f' / l t NORTHERN MICHIGAN ELECTRIC COOPERATIVE, INC. ... - ~ e_ ,) '$ t' ATTEST. By C ..'.1 y f ( WOLVERINE ELECTRIC COOPERATIVE, INC. _ N,.M 5f . Z,,,,. O v, 2,,,' ATTEST:// U / By_ r

.i ~ = e-.- % W oa. s<.a' P m - f M O' m: f m z P - + ',s m C U. 5. DEPARTMENT OF AGRICULTURE RURAL ELECTRIFICATION admit 11STRATION REA BORROWER DE51GNATION ::ichi. cn 46/h7 THE WITHIN Ortatr.issien Sertice A recr.cnt dated 3/3/77, e.n! P.en6 e.nt :~o.1 to thic Aereew.ent deted 0/3/ 7, bet.een 7

• crthern ::ichi;;en Electric Cooperctive, Inc., ". civerino 71cetric Oc eretive, Inc., and Censr.ers T~.'er Cc-eeny, SUBMITTED BY THE ABOVE DE51GNATED BORROWER PUR$UANT TO THE TERMS OF THE LOAN CONTRACT,15 HEREBY APPROVED SOLELY FOR THE PURPOSES OF SUCH CONTRACT.

~ s n s /s s u.!w ' ' F C TN AdMihiST A ton DATED ddW (/ /! ' O O. /

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U. 5. DEPARTMENT OF AGRICULTURE RURAL ELECTRIFICATION ADMINISTRATION Michigan h6 Newaygo REA BORROWERbESIGNATION Michigan L7 Cheboygan THE WITHIN ).::3Dd22nt_Ecs. 2 and 1 dated _as of Auelet 1. Ic77. to coincide with the Trans=ission Senice Agreement of the same date between Northe n Michigan F13etric Ceeperative. Tne.. Volverhe Electric Coopemtive. Inc.. and Cen m-or, peger cc 73 y $UBMITTED BY THE ABOVE DESIGNATEC BORROWER'PUR$UANT TO THE TERMS OF THE LOAN CONTRACTfl5 HEREBY APPROVED SOLELY FOR THE PURPOSES OF SUCH CONTRACT 5. pa 4 ** // .a,w-<..,s. - - DATED . Uf // /' ' l l t sta ronw as. pgv w / ( l e

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L a, 5 r-o( TRANSMISSION AGREEMENT ENRICO FERMI M11 CLEAR POWER PLANT UNIT NO. 2 This Agreement made as of the F/d day of February, 1977 by and between The Detroit Edison Company " EDISON") and Northern Michi-gan Electric Cooperative, Inc. (" NORTHERN") and Wolverine Electric Cooperative, Inc. (WOLV'!:RINE") (NORTHERN and WOLVERINE being hereinafter collectively referred to as the " Cooperatives") (EDISON and the Cooperatives being hereinafter sometimes referred to collectively as " Parties" and in the singular as " Party"). RECITALS The Parties hereto are all signatories to a certain Partici-( pation Agreement dated as of February 7, 1977 (the " Participation l ( Agreement") providing for their ownership, as' tenants in commen, 1 and operation by EDISON, of a nuclear electric generating unit kncwn as the Enrico Fermi Nuclear Power Plant Unit No. 2 (" FERMI 2") being constructed in Frenchtown Township, Monroe County, Michigan and such l l parties desire to establish terms and conditions for transmission service to be furnished by EDISON for delivery to the Cooperatives of the capacity and energy to which they are entitled under the Participation Agreement and Partial Requirements Agreement. 1. Term of the.Acreement. The term of this Agreement shall commence at the " Commercial Operation Date" (as defined in the ~ Participation Agreement) of FERMI 2 and, unless earlier terminated j by the parties hereto, shall remain in full force and effect so 1cng as the' Participation Agreement shall be in effect. The termination of this Agreement shall not affect any amounts due to EDISON cr accrued pursuant to paragraph 4 hereof.- n J

o () 2 Ownership and Operation of Transmission Facilities. Transmission facilities owned by EDISON and utilized for the delivery of capacity and energy entitlements to the Cooperatives shall remain the property of and shall be operated by EDISON and shall not be deemed a part of FERMI 2. Such transmission facilities shall constitute all facilities, including land on which the facilities are situated, owned by EDISON and in service which are used or usuable to transmit capacity and energy at an operating voltage of 120 kV or higher. 3. Provision of Transmission Service. EDISON shall provide transmission service for the delivery to NORTHERN and WOLVERL'E cf their capacity and energy entitlements in FERMI 2, less planned and l unplanned excess capacity repurchased by EDISON, pursuant to the Participation Agreement to the point in EDISON'S service area where NORTHERN and WOLVERINE may accept delivery of such entitlements either through their own transmission facilities or those of other electric systems. The Cooperatives understand and agree that EDISON shall have no obligation or responsibility to provide transmission services beyond its service area, and that it shall be the cbligatien and responsibility of NORTHERN and WOLVERINE to provide, or to make appropriate arrangements with other electric systems to secure necessary or desirable transmission service beyond the service area of EDISON. 4 Annual Transmission Charce. NORTHERN and WOLVERLT shall reimburse EDISON for use of its transnission facilities by payment of an annual transmission charge to be computed in the following manner. _ _ _,

4._' h_ O t (a) The annual transmission charge of EDISON for each cal-endar year shall be computed by converting the annual costs for transmission facilities, as described hereunder, to an annual trans-mission charge per kilowatt of load, based upon EDISON'S highest system peak load. The annual charge to NORMIERN and WOLVERINE shall be based upon this annual charge multiplied ly the kilowatts of FERMI 2 capacity to which NORTHERN and WOLVERINE are entitled less planned and unplanned excess capacity repurchased by EDISON. EDISON'S highest system peak load shall include EDISON'S highest native system =v4== one hour integrated demand to date plus any other capacity sold or wheeled by EDISON during the entire calendar year for which the annual transmission charge is beihg calculated O plus the cocperatives' entitlement in FERMI 2 less planned and un-k planned excess capacity repurchased by EDISON. EDISCN'S highest i l native system peak load to date was 6,935,000 kilevatts recorded in August 1973. l (b) The annual transmission charge shall mean EDISON'S annual fixed charges and operating costs asscciated with the"oper-ation and maintenance of its transmission facilities and shall in-clude depreciation, property taxes, franchise taxes, insurance, and return on investment, including income taxes asscciated with the equity components of the return on investment. (c) Return on invea, a nt shall be calculated as the product of EDISON'S average rate of return multiplied by the apprcprit.te I net transmission plant investment as of January 1 of each calendar (, year. .l (i) Net transmission plant investment shall be equal to the original cost of EDISON'S transmission fa-cilities less accumulated provision for depreciation associated with such transmission facilities. (ii) EDISON'S average rate of return shall be calculated on the basis of EDISON'S average capital structure for the preceding calendar year and shall be 4 equal to the sum of the costs of long-term' debt, pre-ferred/ preference stock equity and ccmmen. stock,, equity. The cost of long-term debt shall be equal to the then current weighted average interest cost of all long-term ~ debt times the long-term debt component as a ratio of the ( capital structure. The ecst of common stcck, equity shall f be equal to the product represented by the weighted average interest cost of all long-term debt multiplied by a facter of 1.7, times the ccmmon stock, equity component as a ratio l of the capital structure. The Cooperatives shall have the right to protest to the Federal Power Ccmmission any return on common stock equity which exceeds 12.5%. (iii) The income taxes associated with the equity components shall be calculated as the product of the sum of the return components of preferred / preference stock _eguity and common s_tock equity and a tax factor defined as: i 1 lO -2 u-5 ) u-r > (- S equals the then current effective Michigan Single l l ^

Business Tax rate (or any substituted or successor tax) and F' equals the effective Federal Corporate Income Tax rate. Initially, the tax factor is represented by: i -1 (1 .0235) (1 .48) which equates to.9694. (d) For purposes of ccmputing annual fixed charges, the calculation of property taxes, franchise taxes and insurance shall be based on estimates derived from EDISON'S most recently compiled data. Such estimates shall be adjusted following each calendar year in order to give effect to actual costs incurred for property ~ taxes, franchise taxes and insurance. ( (e) Annual operating costs, including taxes and an appro-p'iate allocation of administrative and general expenses, refer to r all costs associated with the operation and maintenance of EDISCN'S transmission facilities, aa determined in accordance with the Uni-l i form System of Accounts Prescribed for Class A and B Utilities and Licensees by the Federal Power Ccemission, as amended from time to time (or such similar accounts as may hereinafter beceme appro-priate). Such administrative and general expenses included in Accounts 920-932 of the Uniforn System of Accounts (after being re-i duced by the cost of empicyee pensions and benefits included in l l Account 926 and by the credit included in Account 922 for adminis-trative and general expenses capitalized) shall be allocated to l () FERMI 2 by applying a percentage factor derived by dividing the i \\ Operation and Maintenance Expenses for FFSMI 2 by EDISON'S total Operation and Maintenance Electric Expenses included in Accounts 500-916, except fuel, purchased pcwer and interchange expenses, including the Cooperatives' share of FERMI 2 Operation and Mainte-nance Expenses. Annual operating costs shall be based on estimates derived from EDISON'S most recently compiled data, and shall be ad-justed following each calendar year to give effect to operating costs actually incurred. (f) EDISON shall be entitied to charge just and reasonable rates for service hereunder and shall have the right to file with appropriata regulatory authorities and to collect increased rates in accordance with applicable regulations pending final determina-tion of the rates or charges in any rate proceeding relating there-to without further agreement by NORTHERN cr WOLVERINE, and they (- shall have the right to protest and participate in any proceeding in which such rates or charges are in issue. (g) An illustration of the calculation of the estimated annual transmission charge is attached hereto as Exhibit A. 5. Pavment. EDISON shall submit to NORTF M and WOLVERINE, respectively, on or before the first day of each calendar month, a monthly invoice representing one-twelfth of the estimated annual transmission charge. These invoices shall be paid by NORTFT.RN and WOLVERINE so that EDISON will receive the funds by the fifteenth day of such calendar month or the first working day thereafter if _ the payment date falls on other than a working day. All payments shall be made payable to The Det;oit Edison Compr;W and shall be sent to The Detroit Edison Company, Attention: Treasurer, 2000.

~. Second Avenue, Detroit, Michigan 48226, or by wire transfer to a bank designated by EDISON. Any amounts remaining unpaid after the Fifteenth day of the calendar month shall bear interest thereon i from the fifteenth day of the calendar month at a rate of 1% per month or the higheat lawful rate, whichever is lower. 6. Transmission Losses. The respective capacity and anergy entitlements of NORTHERN and WOLVERINE shall be reduced by a factor equal to 1.8% (rounded to the nearest megawatt) in order to give effect to normal and ordinary energy losses deemed attributable to EDISON'S transmission facilities. The percentage reduction shall be reviewed by the Parties from time to time in order to establish prospe'ctively the energy loss factor based upon current losses asso-ciated with EDISON'S 120 kV or high voltage transmission systems. O 7- ^rhier tion- ^ny at=9ute de*~ a morso" aa "oareras k. and WOLVERINE with respect to this Agreement shall be submitted to arbitratien in accordance with the procedures and subject to the terms and conditions set forth in the Participation Agreement. 8. Governine Law. This Agreement is made under and shall ( l be gcVerned by the laws of the State of Michigan. i 9. Reculation. This Agreement and all rights, obligations, and performance of the Parties hereunder are subject to all ap-plicable state and Federal laws and to all duly promulgated orders and other duly authorized action of governmental authcrities having jurisdiction in the premises. 10. _REA Accreval. This Agreement and any amendments thereto (O sha11 noe deccme effective unt11 aggroved dv the administrator of the Rural Electrification Administration. l l '

'. ~,. ", d ~ 11. Miscellaneous. (a) Each Party hereto shall, upon request of any other Party, execute and deliver any document reasonably required to implement any provision hereof. (b) This Agreement shall be binding on the successors and assigns of each Party, and, insofar as permitted by law, on any receiver or trustee in bankruptcy, receivership or reorganiza-tien of any Party. (c) No assign =ent or transfer of any interest by any Party shall relieve it of any of its obligations'nereunder without express release by the remaining Parties. O (d) Any number of counterparts of this Agreement may k. be executed and each shall have the same ferce and effect as the original. 1 (e) Any waiver at any time, by any Party herein, of its rights with respect to any other Party, or with respect to any other matter arising in connection with this Agreement, shall net be deemed a waiver with respect to any subsequent default or matter. l (f) Any amendment or supplement of this Agreement shall be in writing and signed by a duly authorized officer of the re-spective Parties. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement.to be signed by their respective authorized officers and ( their respective corporate seals to be affixed hereto. -e -

t THE DETROIT EDISON COMPANY Signed in the presence of: .O p ( c 't.s - C L.: - 7 By: s.m. Its Senior Executive Vice President . b- ~~ i: Attest / Its Secretary DISTRICT OF COLUMBIA ) ) ) Onthishdayof /~ !. > , 1977, before me the subscriber, a Notary Public in the District of Colunbia, / "l

• personally appeared A

~~

1. Iie

, to me known, who' ( and being duly sworn, did say they are the'- ~ ~ ' ~ of TEE DETROIT EDISON COMPANY, and / a corporation organized and existing concurrently under the laws of the States of Michigan and New York, and that the seal affixed to l said instrument is the corporate seal of said corporation, by ( authority of its Board of Directors, and L and acknowledged said instrument r. to be the free act and deed of said corporation, n fr /Y s ' / e o.-lN; Notary Public n e --W -4 nrm District of Colu,mbia l l My Commission Expires:_ t ( -- -

d WOLVERINE ELECTRIC COOPERATIVE, INCORPORATED Signed in the Presence of: / (M d. b.h BY: ~' Its ,f 'iii. f b . -i } Attest,. un"/ s.//A in j Its DISTRICT OF COLUMBIA ) ) ) O. k. ~ On th i s -/ 's day of / ' i...., , 1977, before me /- the subscriber, a Notary Public in the District of Columbia, per-sonally appeared t-and [.- a to me known, who being by me duly sworn, r- ~ did say they are the " l. and ~P f, / of WOLVERINE ELECTRIC COOPERATIVE, IN- / CORPORATED, a Michigan Cooperative Corporation and that the seal affixed to said instrument is the corporate seal of said corpora-tion, by authority of its Board of Directors, and - .-...s. and E e.. acknowledged said instrument to be the free act and deed of said corporation. N 2 l 'Not'ary Public,Mr Ccs-22 E:7'

• AF$ :3 15" District of Columbia l

My Commission Expires: n

a NORTHERN MICHIGAN ELECTRIC COOPERATIVE, INC. Signed in the. presence of: Lt a. MlYu By: L&L ~ I t;W..,.:..,e . b.' p

• V Attest. 'o

, S y _) l (i t * '>( if. Its DISTRICT OF COLUMBIA ) ) ) o k ~ On this./%'. day of /., ;,,,/ , 1977, before me the subscriber a Notary Public in the District of Columbia, personally / !. J : S and appeared /. 1- -i. .:/ i, r-J- I of NORTHERM MICHIGAN ELECTRIC COOPERA-l TIVE, INC., a Michigan Cooperative Corporation, and that the seal affixed'to said instrument is the corporate seal of said corpora- ~ tion, by authority of its Board of Directors, and /,,- f.r'.. ' and / / /.... - / /. ri, *.. J acknowledged said instrument to be the free act and deed of said corporation. Q-j T s'l,se e $ YM / -/_ f (Notary Public D i s t r i c t o f Colu# 'bTa~" *" A" * " m My Commission Expires: \\.

2. EXEIBIT A O( TRANSMISSION AGREEMENT ENRICO FERMI NUCIZAR U:TI NO. 2 IILUSTRATION & DETERMINATION CF ESTIMATED AMRIAL TRANSMISSIC' CHARGE JANUARY 1, 1976 1. Net I= rest =ent (Thousands of Dollars) Gross Invest =ent in Trs=s=1ssion Plant, as of Ja= arf 1,15rT6 $397,665 Less: Accuzn22ated Provision for Depreciation 60,190 Net Investment * $337,475 2 Return en Invest =e=t and ReV ted Incer_a. Taxes Avense Catital Structure, Tear 1975 Anount E:2edded Retu= Source af Catital (000) Percent Cost 4 Cc=cenent 4 Lo".4-tem Debt $1,587,TT5 55 3 T.50 4.15 Preferred /PreferenceStock Eculty 349,841 22.2 8 32 1.c2 Cet:=cn Stock Ecuity 933,613 32 5 22 75* k.14 i l $2,671,229 100.0 9 31 O Imme t xes -s-ated th -t7 ec=x=e=ts (1.02 + u.a) =.969u 5.w Total Return and Income Taxes 14 31 l

• 17 tf=es cost of long-te== debt.

3 Annual Trans=1ssion Costs (Esti=ated) (Thousand ef Do -s ) Return on Invest =ent and Related Ince=e Taxes ($337,475 x 14.314) $hS,293 Depreciation 9,o45 Property and Franchise Taxes 9,h13 Iesurs=ce 165 Opemtien hpenses - Trans=ission h,35h 1%intenance hpenses - Trans=1ssion 3,655 Byroll related taxes and benefits 1,328 Other Ad=inistrative and Ge:eral Expenses 1.826 Total 476,079

4. An=ual Tmns=ission Charre M ~al Tnns=ission Costs x Entitle =e=t of Coopentives = An=ual Tans =issics Charge Syste= Peas Lead **

• • The System Peak Load aball include EDISCN'S hi6 est native syste= peak Icad plus h

( any other ca;acity sold or wheeled by EDISON durin6 the entire calendar year for (' vhich the Annual T: sus =ission Charge is being calculated plus the Coopentives' En-title =ent in FERMI 2 less planned and unplanned excess capacity repurchased by EDISON.

O 4. Catzt. b n M asion Charge per E = $78,079,C00 . $1o,91 per W 6,935,000 W + 220,000 -A==7 T:iu:s:xission Charge = $10 91 per W x 220,000 W = $2,h00,200 l 6 O ~ O( .}}