EXHIBIT 10.43

PARTICIPATION AGREEMENT

BY AND BETWEEN

LOUISVILLE GAS AND ELECTRIC COMPANY

220 West Main Street

Post Office Box 32010 (40232)

Louisville, Kentucky 40202

AND

INDIANA MUNICIPAL POWER AGENCY

11610 North College Avenue

Carmel, Indiana 46032

February 1, 1993


TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS
1.1.	Agreed Rate.
1.2.	Agreement.
1.3.	Available.
1.4.	Capacity Factor.
1.5.	Closing.
1.6.	Commercial Operation Date.
1.7.	Construction Work.
1.8.	Coordination Committee.
1.9.	Delivery Points.
1.10.	Effective Date.
1.11.	Electric Capability.
1.12.	Electric Energy.
1.13.	Electric Capability And Energy.
1.14.	Electric Capability And Energy Entitlement.
1.15.	Execution Date.
1.16.	Fixed Operation and Maintenance Expenses.
1.17.	Force Majeure.
1.18.	Fuel/Reactant Operation Expenses.
1.19.	Good Utility Practice.
1.20.	Incremental Capital Assets.
1.21.	Insurance.
1.22.	Interconnection Agreement.
1.23.	Internal Load.
1.24.	Joint Transmission System.
1.25.	Louisville’s Cost Of Capital.
1.26.	Net Electric Generating Capability And Associated Electric Energy.
1.27.	Net Seasonal Capability.
1.28.	Operating Work.
1.29.	Owners.
1.30.	Representative.
1.31.	Trimble County General Plant Facilities.
1.32.	Trimble County Plant.
1.33.	Trimble County Site.
1.34.	Trimble County Unit 1.
1.35.	Uniform System Of Accounts.
ARTICLE 2. OWNERSHIP INTEREST AND SALE
2.1.	Ownership Interests.
2.2.	Sale Of Property Included In Trimble County Unit 1.
2.3.	Release From Lien Of Louisville’s Indenture.
2.4.	Closing.
2.5.	Additional Generating Units.
2.6.	Modification Of Existing Property.
ARTICLE 3. PURCHASE, PAYMENT, AND CLOSING

3.1.	Purchase Price.
3.2.	Closing.
3.2.1.	Date And Place.
3.2.2.	Delivery Of Documents, Certificates, And Funds.
3.3.	Special Conditions.
3.4.	Continued Marketing By Louisville.
3.5.	Termination If Closing Does-Not Occur.
ARTICLE 4. REPRESENTATIONS, WARRANTIES, AND MUTUAL COVENANTS
4.1.	IMPA Representations.
4.1.1.	IMPA Organization
4.1.2.	Authority Relative To This Agreement.
4.1.3.	Approvals And Consents.
4.1.4.	Legal Proceedings.
4.2.	Louisville Representations.
4.2.1.	Louisville Organization.
4.2.2.	Authority Relative To This Agreement.
4.2.3.	Approvals And Consents.
4.2.4.	Legal Title.
4.2.5.	Condition Of Plant And Equipment.
4.2.6.	Legal Proceedings.
ARTICLE 5. OPERATING ARRANGEMENTS
5.1.	Authority For Operation And Management.
5.2.	Scheduling And Dispatching Of Electric Generation
5.3.	Economic Replacement Of Trimble County Unit 1 Energy.
5.4.	Electric Capability And Energy Entitlements.
5.5.	Operations Management.
5.5.1.	Administration Of Operating Work And Incremental Capital Assets.
5.5.2.	Purchasing Necessary Goods And Services.
5.5.3.	Procurement Of Fuel.
5.5.4.	Expenditure Of Funds.
5.5.5.	Insurance.
5.5.6.	Enforcement Of Claims Against Third Parties.
5.5.7.	Processing Claims By Third Parties.
5.5.8.	Delivery Of Operating data.
5.6.	Environmental Laws and Regulations.
5.7.	Indemnification Of Environmental Fines And Penalties.
ARTICLE 6. INCREMENTAL CAPITAL ASSETS
6.1.	Determination Of Need.
6.2.	Estimate Of Costs.
6.3.	Responsibility For Costs.
ARTICLE 7. COMPENSATION
7.1.	Monthly Charges.
7.1.1.	Fuel/Reactant Operation Expense.
7.2.	Fixed Operation And Maintenance Expenses.
7.2.1.	Non-Fuel Operating Component.
7.2.2.	Working Capital Component.

7.2.3.	Transmission Charge.
ARTICLE 8. BILLING, PAYMENTS, AND RECORDS
8.1.	Billings By Louisville.
8.2.	Payments By IMPA Or Louisville.
8.3.	Records.
ARTICLE 9. TRANSMISSION SERVICE
ARTICLE 10. BACKUP POWER AND ENERGY
10.1.	From Louisville.
10.2.	From Third Parties.
10.3.	Effective Date Of Backup Power Provision.
ARTICLE 11. GENERAL CONDITIONS
11.1.	Cooperation.
11.2.	Approvals.
11.3.	Access.
11.4.	Conditions Precedent To Louisville’s Obligations Hereunder.
11.4.1.	Accuracy Of IMPA’s Representations And Warranties.
11.4.2.	Capability Of Performance By IMPA.
11.4.3.	Opinion Of Counsel For IMPA.
11.4.4.	Payment Of Funds By IMPA.
11.5.	Conditions Precedent To IMPA’s Obligations Hereunder.
11.5.1.	Accuracy Of Louisville’s Representations And Warranties.
11.5.2.	Opinion of Counsel for Louisville.
11.5.3.	Opinion Of Counsel For Louisville.
11.6.	Conditions Precedent To The Respective Obligations Of The Parties.
11.7.	Release From Louisville’s Indenture(s).
11.8.	Amendments.
11.9.	Limited Warranty.
11.10.	No Agency Or Third Party Beneficiary
ARTICLE 12. TAXES
12.1.	Management Of Tax Matters.
12.1.1.	Louisville’s Responsibility
12.1.2.	IMPA’s Responsibility.
12.1.3.	Cooperation.
12.2.	Sharing Of Taxes And Related Payments
12.3.	Payment Of Title Taxes And Fees
12.4.	Exclusion Of Income Taxes
12.5.	Non-creation Of Taxable Entity
ARTICLE 13. INSURANCE
13.1.	Procurement Of Insurance.
13.1.1.	Sharing Of Insurance Costs.
13.1.2.	IMPA Named As Insured.
13.1.3.	Procurement Of Additional Insurance For IMPA.
13.1.4.	Sharing Of Refunds From Insurance Premiums.
13.1.5.	Sharing Of Insurance Proceeds
13.2.	Destruction.
13.2.1.	Damage Or Destruction Fully Covered By Insurance

iii

13.2.2.	Damage Or Destruction Not Fully Covered By Insurance.
ARTICLE 14. PARTITION OF OR TRANSFER OF INTEREST IN TRIMBLE COUNTY UNIT 1
14.1.	Special Nature Of Trimble County Unit 1 . Waiver Of Right Of Partition.
14.2.	Transfer Of Ownership Interests To Third Parties.
14.2.1.	Conditions Of Transfer
14.2.2.	Further Conditions Of Transfer
14.2.3.	Non-applicability Of Certain Provisions
14.3.	Transfer Of Associated Rights And Interests
ARTICLE 15. RIGHT OF FIRST REFUSAL
ARTICLE 16. ASSIGNMENT
16.1.	Limitation Of Assignability.
16.2.	Successors And Assigns.
ARTICLE 17. LIABILITY AND DEFAULT
17.1.	Liability To Third Parties.
17.2.	Liability Between The Parties.
17.3.	Indemnification.
17.4.	Nature And Survival Of Representations And Warranties.
17.5.	Default.
17.5.1.	Events of Default.
17.5.2.	Curing Default In Regard To Paying Money.
17.5.3.	Curing Default For Other Than Failure To Pay Money
17.5.4.	Non-Applicability Of Cure Provisions
17.5.5.	Appointment Of A Receiver.
17.5.6.	Additional Obligations.
17.5.7.	Waivers
17.5.8.	Legal And Other costs.
17.6.	Force Majeure
ARTICLE 18. ADMINISTRATION
18.1.	Coordination Committee.
18.2.	Membership.
18.3.	Meetings.
18.4.	Functions
18.5.	Records
18.6.	Expenses.
18.7.	Conduct
ARTICLE 19. DISAGREEMENT
19.1.	Consultation.
19.2.	Disagreement.
19.2.1.	Arbitration.
ARTICLE 20. REMEDIES
20.1.	All Remedies . Setoff.
20.2.	Injunctive Relief.
20.3.	No Remedy Exclusive.
20.4.	Failure To Participate In Incremental Capital Assets.
ARTICLE 21. MISCELLANEOUS

21.1.	Governing Law.
21.2.	Notice To Parties.
21.3.	Article Headings Not To Affect Meaning.
21.4.	Counterparts.
21.5.	Time.
21.6.	Severability.
21.7.	Integration.
21.8.	Computation Of Time.
21.9.	Waiver.
21.10.	Equal Opportunity Clause.
21.11.	Non-Segregated Facilities.
21.12.	Condemnation.
ARTICLE 22. TERM AND TERMINATION
22.1.	Termination.
22.2.	Retirement Of Property.
22.3.	Retirement Costs.

AGREEMENT

This Agreement, dated February 1, 1993, between Louisville Gas and Electric Company (“Louisville” or a “Party”), a Kentucky corporation, and Indiana Municipal Power Agency (“IMPA” or a “Party”), a body corporate and politic and a political subdivision of the State of Indiana, collectively (the “Parties”).

WHEREAS, IMPA is an agency composed of numerous municipally-owned electric systems, and is empowered, among other things, to plan, finance, develop, own and operated projects to supply electric power and energy on a collective basis for the present and future needs of its members; and

WHEREAS, Louisville is a regulated public utility and owns and operates facilities for the generation, transmission, and distribution of electric power and energy in the Commonwealth of Kentucky, and

WHEREAS, IMPA owns and operates facilities for the generation and transmission of electric power and energy to provide electric power and energy to its members in the State of Indiana, and

WHEREAS, Louisville is the owner of the Trimble County Plant, consisting of Trimble County Unit 1, the Trimble County General Plant Facilities, and the Trimble County Site, of which Illinois Municipal Electric Agency (“IMEA”) owns an undivided 12.12 percent interest in Trimble County Unit 1; and

WHEREAS, Louisville and IMPA are entering into this Agreement to establish (a) the respective ownership interests of the Parties in Trimble County Unit 1, and (b) the respective obligations and rights of the Parties with respect to the operation and maintenance of Trimble County Unit 1.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein set forth, and subject to the terms and conditions herein set forth, the Parties agree as follows:

ARTICLE 1.
DEFINITIONS

1.1. Agreed Rate.

Two (2) percent per annum above the published prime commercial lending rate established from time to time by Chase Manhattan Bank, N.A., New York, New York.

1.2. Agreement.

This Participation Agreement between Louisville and IMPA dated as of February 1, 1993.

1.3. Available.

The state in which a unit is capable of providing service regardless of the capacity level that can be provided.

1.4. Capacity Factor.

The ratio of the actual net electric energy generated by Trimble County Unit 1 in a period of time to the maximum net electric energy that could be generated by the same unit in the same period of time if such unit operated uninterrupted at its Net Seasonal Capability rating.

1.5. Closing.

The delivery of documents and certificates and the payment of money as provided in Article 3.

1.6. Commercial Operation Date.

December 23, 1990, the date on which Trimble County Unit 1 was determined by Louisville to be reliable as a source of electric capacity and energy.

1.7. Construction Work.

All engineering, design, contract preparation, purchasing (of equipment, materials, and supplies), construction, supervision, expediting, inspection, accounting, testing and start-up for the Trimble County Plant and preparation of operating and equipment manuals, quality assurance manuals, emergency action plans, all reports required by regulatory authorities and the conduct of hearings and all other activities incidental to obtaining requisite permits, licenses, and certificates for the construction and operation of the Trimble County Plant prior to the Commercial Operation Date of Trimble County Unit 1 in accordance with Electric Plant Instruction No. 3, Components of Construction Cost, Uniform System of Accounts. Construction Work, as used in

Article 15 hereof, shall refer to the categories of costs and expenses set forth above, which relate to the unit to be constructed referenced in Article 15.

1.8. Coordination Committee.

The committee established pursuant to Article 18 hereof.

1.9. Delivery Points.

The interconnection points of Louisville’s system with the Joint Transmission System and with any other utility or utilities with which IMPA has contracted for transmission service to transmit power from Louisville to IMPA.

1.10. Effective Date.

The date on which Closing occurs pursuant to Article 3 of this Agreement.

1.11. Electric Capability.

Megawatts (MW) of electric demand.

1.12. Electric Energy.

Megawatt-hours (MWH) of electric energy.

1.13. Electric Capability And Energy.

Electric Capability and associated Electric Energy.

1.14. Electric Capability And Energy Entitlement.

The percentage of the Net Electric Generating Capability and Associated Electric Energy of Trimble County Unit 1 to which Louisville or IMPA, as the case may be, is entitled under Article 5.4 of this Agreement.

1.15. Execution Date.

The date upon which the Parties entered into this Agreement, which appears at the beginning of this Agreement.

1.16. Fixed Operation and Maintenance Expenses.

The Fixed Operation and Maintenance Expenses are calculated as the sum of the following expenses as they relate to the operation ~ and maintenance of Trimble County Unit 1, Trimble County General Plant Facilities (as such pertain to Trimble County Unit 1), and the Trimble County Site (as such pertain to Trimble County Unit 1), as recorded in Louisville’s accounting records under the Uniform System of Accounts:

(a) Operation supervision and engineering (Account 500).

(b) Steam expenses (Account 502 except for scrubber reactant).

(d) Miscellaneous steam power expenses (Account 506).

(e) Rents (Account 507).

(f) Maintenance supervision and engineering (Account 510).

(g) Maintenance of structures (Account 511).

(h) Maintenance of boiler plant (Account 512).

(i) Maintenance of electric plant (Account 513).

(j) Maintenance of miscellaneous steam plant (Account 514).

1.17. Force Majeure.

Any cause beyond the reasonable control of a Party, and which by reasonable efforts the Party is unable to overcome, including without limitation, the following: acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; acts, orders, or absence of necessary orders and permits of any kind, from the government of the United States, or from the government of one of its sovereign states, or any of their departments, agencies, or officials, or from any civil or military authority insurrections; riots; delay in transportation; unforeseen soil conditions; equipment, material, supplies, labor, or machinery shortages; epidemics; landslides; lightning; earthquakes; fire; hurricanes; tornadoes; storms; floods; washouts; drought; arrest; war; civil disturbances; explosions; breakage or accident to machinery, equipment, transmission lines, pipes, or canals; partial or entire failure of utility service; breach of contract by any supplier, contractor, subcontractor, laborer, or materialman; sabotage; injunction; blight; famine; blockage; quarantine; or any other similar or dissimilar cause or event not reasonably within the control of the Party. Force Majeure does not include financial inability to pay, and shall not, in any event, excuse payment for obligations already incurred hereunder at the time such claim is made.

1.18. Fuel/Reactant Operation Expenses.

The fuel/reactant operation expenses are calculated as the sum of the following expenses as recorded in Louisville’s accounting records under the Uniform System of Accounts:

(a) Fuel (Account 501).

(b) Scrubber reactant expenses in Steam Expenses (Account 502).

1.19. Good Utility Practice.

At a particular time, any of the practices, methods, and acts, which, in the exercise of reasonable judgment in the light of the facts known at the time the decision was made, would have been expected to accomplish the desired result or further the possibility of achieving such result, at a reasonable cost consistent with reliability and safety and all applicable laws and governmental rules, regulations, and orders pertaining to Trimble County Plant. Such practices, methods, and acts shall include, but shall not be limited to, any of the practices, methods, and acts engaged in or approved by other members of the electric utility industry at, prior to, or subsequent to the time the decision was made. Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be a number of possible practices, methods, or acts.

1.20. Incremental Capital Assets.

All assets of the Trimble County Plant pertaining to the use of Trimble County Unit 1 which are not included in Accounts 101, 106, or 107 of the Uniform System of Accounts on the Commercial Operation Date, or such later date as is necessary to complete the original construction of Trimble County Unit 1 and the Trimble County General Plant Facilities and the Trimble County Site as they pertain to Trimble County Unit 1.

1.21. Insurance.

Policies of insurance of any type procured and maintained, including any self-insurance maintained by Louisville or jointly by the Parties, relating to Trimble County Unit I on and after its Commercial Operation Date, in accordance with Article 13 hereof.

1.22. Interconnection Agreement.

The agreement between Louisville and IMPA as such agreement may be amended from time to time, providing for purchases and sales of electric capacity and energy between the Parties, and specifying the rates to be charged for such transactions as filed with the Federal Energy Regulatory Commission (“FERC”).

1.23. Internal Load.

Aggregate electric demand of all retail consumers served, including those served under non-firm (interruptible) rate schedules, and associated transmission and distribution losses.

1.24. Joint Transmission System.

The Joint Transmission System shall be the transmission facilities owned and jointly operated by PSI Energy (“PSI”), IMPA, and Wabash Valley Power Association

(“WVPA”) functionally serving as transmission facilities, all having an operating voltage of 69,000 volts or higher.

1.25. Louisville’s Cost Of Capital.

An amount determined by the weighted average cost of capital based on Louisville’s capital structure at the end of the prior month, including short-term debt, long-term debt, preferred stock, and common equity. The cost rates for short-term debt, long-term debt, and preferred stock shall be determined based on the average embedded cost at the end of the prior month. The cost of common equity shall be based upon the rate of return on common equity allowed by the Kentucky Public Service Commission, or its successor, by its Order in Louisville’s last general rate case.

1.26. Net Electric Generating Capability And Associated Electric Energy.

The maximum continuous ability of Trimble County Unit 1 to produce power which can be available at any particular time, less any power required for operation of the unit, taking into account all relevant conditions and factors affecting or limiting the capability of the unit to produce power at such time, including, without limitation, availability and quality of fuel, any mechanical or other defects, breakdowns, malfunctions, or environmental and permit limitations then existing.

1.27. Net Seasonal Capability.

The steady hourly output, less auxiliary usage, which generating equipment is expected to produce under ideal conditions, and adjusted due to seasonal variations in ambient temperature, condensing water availability and/or temperature, reservoir levels, scheduled reservoir discharge, river flow head, etc. Such output shall be declared on a monthly basis and determined according to testing criteria defined in the East Central Area Reliability Coordination Agreement’s Document No. 4 entitled, “Criteria and Method For the Uniform Rating of Generating Equipment.”

1.28. Operating Work.

All engineering, contract preparation, purchasing, repair, supervision, recruitment, training, expediting, inspection, accounting, testing, protection, operating, management, maintenance, and all other work and activities associated with operating Trimble County Unit 1 which are not included in Construction Work, but excluding all work on any Incremental Capital Assets.

1.29. Owners.

The Parties and Illinois Municipal Electric Agency (“IMEA”).

1.30. Representative.

A Party’s member of the Coordination Committee as set forth in Article 18 of this Agreement.

1.31. Trimble County General Plant Facilities.

Facilities on the Trimble County Site, excluding those in which an interest is conveyed as identified in Appendix B, which are necessary for use by IMPA with respect to its proportional ownership of Trimble County Unit 1, for which IMPA shall have a non-exclusive license, substantially in the form shown in Appendix C, to use consistent with its ownership interests. Ownership in such facilities is not conveyed to IMPA hereunder. Such facilities are identified in Appendix C hereto, and in the absence of other units at the Trimble County Site, all such facilities shall be considered to pertain to the use of Trimble County Unit 1.

1.32. Trimble County Plant.

The generating plant at a site along the Ohio River at river mile 571.4 at Wises Landing in Trimble County, Kentucky, which plant currently consists of a single coal-fired steam electric generating unit of 495,000 kilowatts, and includes Trimble County Unit 1, the Trimble County General Plant Facilities, and the Trimble County Site.

1.33. Trimble County Site.

Certain land, consisting of approximately 2,200 acres, and certain rights in land owned by Louisville, including the land on which Trimble County Unit 1 is constructed and including that portion of the land underlying Trimble County Unit 1 which is conveyed to IMPA under Article 2.2 hereof. In the absence of other units at the Trimble County Site, all such land shall be considered to pertain to the use of Trimble County Unit 1.

1.34. Trimble County Unit 1.

The 495,000 kilowatt unit, located at the Trimble County Site, consisting of the property set forth in Appendix B hereto.

1.35. Uniform System Of Accounts.

The FERC’s “Uniform System of Accounts Prescribed for Public Utilities and Licensees (Class A and Class B)”, in effect as of the date of this Agreement, as such Uniform System of Accounts may be modified from time to time. References in this Agreement to any specific account number shall mean the account number in effect as of the Execution Date of this Agreement or any successor account.

ARTICLE 2.

OWNERSHIP INTEREST AND SALE

2.1. Ownership Interests.

Trimble County Unit 1 shall be owned by the Parties and IMEA as tenants in common. The undivided ownership interest of each Party and IMEA in Trimble County Unit 1 shall be free and clear of the lien of any indenture of mortgage, deed of trust, bond resolution, or other instrument (hereinafter called “indenture”) establishing a lien upon some or all of the property of the other Party or IMEA. The undivided ownership interests of Louisville, IMPA, and IMEA in Trimble County Unit 1 shall be 75.00, 12.88, and 12.12 percent, respectively. Trimble County Unit 1 is more specifically described in Appendix B attached hereto which may be revised from time to time in accordance with this Agreement. Louisville shall retain full ownership of the Trimble County General Plant Facilities as described in Appendix C attached hereto, subject to the non- exclusive licenses granted to IMPA hereunder and to IMEA. Louisville shall retain full ownership of the Trimble County Site except for that portion of the Trimble County Site conveyed to IMPA pursuant to Article 2.2, and except for that portion of the Trimble County Site previously conveyed to IMEA, and subject to the reciprocal easements over the Trimble County Site conveyed to and by Louisville, IMPA, and IMEA.

It is recognized by the Parties, however, that various items of property included in Trimble County Unit 1 may be leased from others in lieu of purchasing such items of property. Nothing in this Agreement shall preclude the Parties from leasing such items of property. Such leased property shall be held by the Owners in an undivided ownership as tenants in common.

2.2. Sale Of Property Included In Trimble County Unit 1.

At the Closing, from its ownership share of Trimble County Unit i~ Louisville shall sell and convey to IMPA, and IMPA shall purchase from Louisville, a 12.88 percent undivided ownership interest as a tenant in common in Trimble County Unit 1 as set forth in Appendix B. Upon such conveyance, the undivided ownership shares of Trimble County Unit 1 shall be as follow: Louisville. 75 percent, IMPA- 12.88 percent, IMEA- 12.12 percent. Such conveyance shall be by Bill of Sale substantially in the form shown in Appendix A attached hereto and made a part hereof

From its ownership share of the Trimble County Site, Louisville shall further convey to IMPA by general warranty deed, substantially in the form shown in Appendix E, an undivided ownership interest in 12.88 percent of that portion of the real estate constituting the Trimble County Site underlying Trimble County Unit 1 to be held is tenants in common. Upon such conveyance, the undivided ownership shares of that portion of the real estate constituting the Trimble County Site underlying Trimble County Unit 1 shall be as follow: Louisville 75 percent, IMPA 12.88 percent, IMEA . 12.12 percent.

Louisville shall further grant to IMPA a nonexclusive license, substantially in the form shown in Appendix C, to use the Trimble County General Plant Facilities and a non-exclusive easement, substantially in the form shown in Appendix F, over that portion of the Trimble County Site owned by Louisville, as the Trimble County- General Plant Facilities and the Trimble County Site pertain to IMPA’s use of Trimble County Unit 1. IMPA shall rant to Louisville and any other Owners of Trimble County Unit 1 an easement, substantially in the form shown in Appendix G, over IMPA’s interest in the Trimble County Site.

Further, after the Closing, the Parties shall execute such other instruments, if any, as may be necessary or appropriate to confirm the respective rights and interests of the Parties hereunder and to maintain their respective ownership interests.

2.3. Release From Lien Of Louisville’s Indenture.

At the Closing, Louisville shall furnish to IMPA a properly executed release of that portion of the property being conveyed to IMPA at the Closing from the lien of any and all indentures, applicable to Louisville’s property conveyed to IMPA hereunder.

2.4. Closing.

The Closing shall be held in accordance with the provisions of Article 3.

2.5. Additional Generating Units.

Subject to Article 15 hereof, Louisville shall have the sole and exclusive right to own, install, enlarge, modify, and operate any generating unit or units other than Trimble County Unit 1, as well as any other facility, including necessary appurtenances thereto, on the Trimble County Site, provided that such other units or facilities shall not be so installed, enlarged, modified, and operated, as the case may be, as to unreasonably impair (economically or operationally) the operation of Trimble County Unit 1.

2.6. Modification Of Existing Property.

Subject to the approval of the Coordination Committee, and in accordance with the terms of this Agreement, Louisville shall have the right to use, enlarge, modify, or relocate any facilities installed as a part of Trimble County Unit 1 or Trimble County General Plant Facilities in connection with the installation, enlargement, modification, or operation, as the case may be, of such other unit or units or facilities provided that:

(a) such use, enlargement, modification, or relocation of Trimble County Unit 1 facilities or Trimble County General Plant Facilities shall not unreasonably impair (economically or operationally) the operation of Trimble County Unit 1; and

(b) the cost of such use, enlargement, modification, or relocation of Trimble County Unit 1 facilities or Trimble County General Plant Facilities, in connection with such other unit or units or facilities, shall be borne by Louisville (except that if such use,

enlargement, modification, or relocation of Trimble County Unit 1 facilities or Trimble County General Plant Facilities is in connection with the installation, enlargement, modification, or operation of any additional unit or units or facilities which are owned or to be owned by the Owners in common, then the cost of such use, enlargement, modification, or relocation of said Trimble County Unit 1 facilities or Trimble County General Plant Facilities shall be shared by the Owners in proportion to their respective ownership interests in such additional unit or units or facilities); and

(c) such action shall not enlarge or diminish the respective ownership interests of the Owners in any part of Trimble County Unit 1; and

(d) such action shall not enlarge or diminish the Owner’s respective obligations to share in the costs of any part of Trimble County Unit 1; and

(e) further, where modification of existing property and rights requires revisions to existing documents setting forth the respective rights and interests of the Owners, or where new conveyances are required to properly effectuate the modifications to property and rights made hereunder, the Parties agree to cooperate to promptly execute and deliver such documents.

ARTICLE 3.

PURCHASE, PAYMENT, AND CLOSING

3.1. Purchase Price.

The purchase price for IMPA’s 12.88 percent undivided ownership interest in Trimble County Unit 1 shall be $91,075,617 (the amount established pursuant to the Option Agreement of December 30, 1991, between the Parties) (the “Purchase Price”), paid at Closing in immediately available funds.

3.2. Closing.

3.2.1. Date And Place.

Provided that the conditions in Article 3.3 hereof have been fulfilled, Closing shall occur at such location as may be selected by the Parties, on such date as set forth in the Option Agreement, or on such other date as mutually agreed upon by the Parties.

3.2.2. Delivery Of Documents, Certificates, And Funds.

At the Closing, Louisville shall deliver to IMPA the Bill of Sale, deed, easement, license, the release of any and all indentures of the ownership interest in Trimble County Unit 1 to be conveyed to IMPA hereunder at the Closing from the lien of such indenture(s), and all certificates and evidences of authorizations, approvals, and documents as provided for herein. IMPA shall deliver to Louisville the Purchase Price at the Closing, in immediately available funds and all certificates, easements, and evidences of authorizations, approvals, and documents as provided for herein.

3.3. Special Conditions.

IMPA’s obligation to complete the transaction as contemplated in this Article shall be subject to the fulfillment, prior to Closing, of each of the following special conditions:

(a) IMPA shall have exercised the Option set forth in the Option Agreement of December 30, 1991, between the Parties.

(b) IMPA shall have obtained entitlement or contractual authority and any required regulatory approval for the use of such transmission system or systems as are necessary to transmit power and energy from the Delivery Points to IMPA.

(c) IMPA shall have issued and sold tax-exempt bonds sufficient in amount to pay for any and all sums due to be paid by IMPA to Louisville at Closing.

(d) The Parties shall have executed the Interconnection Agreement.

IMPA shall endeavor in good faith to fulfill each of these special conditions as soon as reasonably practicable. In the event IMPA determines that it cannot fulfill the sale of tax-exempt bonds, it shall notify Louisville. IMPA shall regularly report on its progress to Louisville.

Should IMPA fail or be unable to close by Closing due to its inability to meet these special conditions, the Agreement shall terminate without penalty to either Party.

3.4. Continued Marketing By Louisville.

IMPA understands and acknowledges that Louisville may incur certain costs should Closing not occur. IMPA shall undertake to keep Louisville promptly and adequately informed of its efforts and progress toward satisfying the conditions set forth in Article 3.3 above, as well as any event, situation, or occurrence which could adversely affect IMPA’s ability or decision to close as scheduled. In this regard, IMPA shall regularly, no less frequently than monthly, report on its efforts and progress, and shall declare its intention to close as scheduled.

Except as otherwise specifically provided in this Agreement, IMPA also understands and acknowledges that Louisville, in its sole discretion, reserves the right to sell prior to and subsequent to the Closing, all or any portion of Trimble County Unit 1 or the output thereof, including the Trimble County General Plant Facilities and the Trimble County Site, other than the portion to be conveyed to IMPA hereunder.

3.5. Termination If Closing Does-Not Occur.

Should Closing not occur at the time set for Closing under Article 3.2.1 due to any default or failure to satisfy any condition or contingency by IMPA, this Agreement shall immediately terminate with Louisville having no further obligation or liability

hereunder. In such event, the Unit Power Purchase Agreement of December 30, 1991, between Louisville and IMPA, shall remain in full force and effect.

ARTICLE 4.

REPRESENTATIONS, WARRANTIES, AND MUTUAL COVENANTS

4.1. IMPA Representations.

IMPA hereby represents and warrants to Louisville as of the Closing as follows:

4.1.1. IMPA Organization.

IMPA is a body corporate and politic and a political subdivision of the State of Indiana, duly organized, validly existing and in good standing under the laws of the State of Indiana, has the full power, legal capacity, and authority to enter into this Agreement and related agreements, and to carry out the transactions contemplated by this Agreement, and to carry on its business as it is now being conducted and as it is contemplated to be conducted after the Closing. IMPA has delivered to Louisville on or before the Closing a true and complete copy of its Statement of Organization and By-Laws as amended to date.

4.1.2. Authority Relative To This Agreement.

The execution, delivery, and performance by IMPA of this Agreement have been duly authorized by all necessary corporate action on the part of IMPA, and the execution, delivery, and performance by IMPA of the Interconnection Agreement will have been duly authorized by all necessary corporate action on the part of IMPA prior to Closing. The execution, delivery, and performance by IMPA of this Agreement and the Interconnection Agreement do not contravene any law, or any governmental rule, regulation, or order, applicable to IMPA or its properties, or the Statement of Organization or By-Laws of IMPA and do not and will not contravene the provisions of, or constitute a default under, any indenture, mortgage, contract, or other instrument to which IMPA is a party or by which IMPA is bound, and this Agreement constitutes a legal, valid, and binding obligation of IMPA, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, or similar laws at the time in effect.

4.1.3. Approvals And Consents.

Any consent or approval of, giving of notice to, registration with, or taking of any other action by any state, federal, or other governmental commission, court, agency, or regulatory authority including, without limitation, the Indiana Utility Regulatory Commission, the Federal Energy Regulatory Commission, and the Securities and Exchange Commission, in connection with the execution, delivery, and performance of this Agreement and the Interconnection Agreement required to be obtained by IMPA on or before the Closing will have been obtained by the Closing.

4.1.4. Legal Proceedings.

There is no materially adverse legal action, suit, arbitration, governmental investigation, or other legal or administrative proceeding, or any order, decree, or judgment in progress, pending or in effect, or to the knowledge of IMPA threatened against or relating to IMPA in connection with or relating to the transactions contemplated by this Agreement, and IMPA does not know or have any reason to be aware of any basis for the same.

4.2. Louisville Representations.

Louisville hereby represents and warrants to IMPA as of the Closing as follows:

4.2.1. Louisville Organization.

Louisville is a corporation duly organized and validly existing under the laws of the Commonwealth of Kentucky, and has corporate power to carry on its business as it is now being conducted and as it is contemplated to be conducted after the Closing. Louisville has delivered to IMPA on or before the Closing a true and complete copy of its Articles of Incorporation and By-Laws as amended to date.

4.2.2. Authority Relative To This Agreement.

The execution, delivery, and performance by Louisville of this Agreement and the Interconnection Agreement have been duly authorized, or by Closing, will be ratified by all necessary corporate action on the part of Louisville, do not contravene any law, or any governmental rule, regulation, or order, applicable to Louisville or its properties, or the Articles of Incorporation or By-Laws of Louisville and do not and will not contravene the provisions of, or constitute a default under, any indenture, mortgage, contract, or other instrument to which Louisville is a party or by which Louisville is bound, and this Agreement constitutes a legal, valid, and binding obligation of Louisville, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, or similar laws at the time in effect.

4.2.3. Approvals And Consents.

Any consent or approval of, giving of notice to, registration with, or taking of any other action by any state, federal, or other governmental commission, court, agency, or regulatory authority including, without limitation, the Kentucky Public Service Commission, the Federal Energy Regulatory Commission, and the Securities and Exchange Commission, in connection with the execution, delivery, and performance of this Agreement and the Interconnection Agreement required to be obtained by Louisville on or before the Closing will have been obtained by the Closing.

4.2.4. Legal Title.

Louisville has good and marketable title to the assets conveyed to IMPA free and clear of all liens, except easements, restrictions, . and stipulations of record, and the lien of current real property taxes not delinquent, subject to the rights of IMEA which owns a 12.12 percent undivided interest as tenants in common to the assets conveyed. Before Closing, Louisville shall provide to IMPA a list of all easements, restrictions, and stipulations of record. Within thirty days thereafter, IMPA shall consent to such easements, restrictions, and stipulations of record, which consent shall not unreasonably be withheld, if it reasonably determines that the easements, restrictions, and stipulations of record will not adversely affect the marketability of said title. Should IMPA reasonably refuse to consent to any such easement, restriction, or stipulation of record, Louisville, at its option and at its expense, may (I) remove such easement, restriction, or stipulation of record from the property, or (ii) remove the limiting language “except easements, restrictions, or stipulations of record’ from the representation of good and marketable title in this Article, and convey good and marketable title subject only to current taxes not delinquent, or (iii) purchase standard form title insurance with respect to the real estate to be conveyed herein in favor of IMPA, which title insurance, if obtainable, will insure over any easement, restriction, or stipulation of record adversely affecting marketability of said title, reasonably objected to by IMPA. If title insurance is obtained under this provision in favor of IMPA, Louisville shall be responsible for the cost of such title insurance covering the real estate conveyed to IMPA, up to a maximum of $5,000.00, with IMPA being responsible for the cost of such insurance above $5,000.00.

4.2.5. Condition Of Plant And Equipment.

As of the Closing Date, the portions of the Trimble County Plant pertaining to the original construction of Trimble County Unit 1 are capable of full operation, according to their design and specifications, except as set forth in a certificate in the form attached as Appendix D hereto.

4.2.6. Legal Proceedings.

There is no materially adverse legal action, suit, arbitration, governmental investigation, or other legal or administrative proceeding, or any order, decree, or judgment in progress, pending or in effect, or to the knowledge of Louisville threatened against or relating to Louisville in connection with or relating to the transactions contemplated by this Agreement, and Louisville does not know or have any reason to be aware of any basis for the same.

ARTICLE 5.

OPERATING ARRANGEMENTS

5.1. Authority For Operation And Management.

Subject to any directions from the Coordination Committee, Louisville shall have sole authority to manage, control, maintain, and operate (including dispatch) Trimble County Unit 1 for the benefit of each Party’s respective interest and Louisville shall take all steps which it deems necessary or appropriate for that purpose. Louisville shall discharge such authority in accordance with Good Utility Practice and the other provisions of this Agreement.

5.2. Scheduling And Dispatching Of Electric Generation

When Trimble County Unit 1 is~ Available, IMPA shall have the right to schedule, subject to the scheduling provisions herein, all, or any part that is five (5) megawatts or greater, of its Electric Capability and Energy Entitlement in Trimble County Unit 1 (or as such Electric Capability and Energy Entitlement may be modified herein); provided, that during periods when Trimble County Unit 1 is being operated at minimum generation, IMPA, unless otherwise agreed to by Louisville, shall not schedule less than what its Electric Capability and Energy Entitlement in Trimble County Unit 1 would have been had the Net Electric Generating Capability and Associated Electric Energy of Trimble County Unit 1 been restricted to such minimum generation. Louisville shall promptly notify IMPA of any significant change in the Net Electric Generating Capability of Trimble County Unit 1. As used in this paragraph, the term “minimum generation’ means the Net Electric Generating Capability level below which Trimble County Unit 1 cannot operate in a stable manner and must be shut down.

Louisville and IMPA shall each be entitled to dispose of their respective Electric Capability and Energy Entitlement through scheduled transactions with other electric utilities in a manner consistent with Good Utility Practice.

IMPA shall schedule Electric Energy to be delivered pursuant to this Agreement prior to 12:00 noon E.S.T. of the day prior to delivery; provided that, for Saturdays, Sundays, Mondays, and holidays recognized by Louisville, IMPA shall schedule the Electric Energy prior to 12:00 noon E.S.T. on the last normal work day prior to the weekend or holiday. : Schedules shall be subject to change after 12:00 noon E.S.T. of the applicable day on which the schedule is submitted only upon the mutual consent of the Parties, but Louisville shall make every reasonable effort to accommodate changes in the schedules. All schedules shall be in increments of whole megawatts; provided, that where IMPA’s full entitlement is requested and available, IMPA shall be entitled to its full Electric Capability and Energy Entitlement. Prior to each calendar year, Louisville shall notify IMPA of the holidays to be recognized by Louisville for that year. In the event Louisville fails to provide such notice, the said holidays shall be the same as for the prior year.

Louisville will provide to IMPA, by 9:00 A.M. each day, the Net Electric Generating Capability expected for the next day; provided that, for Saturdays, Sundays, Mondays, and holidays recognized by Louisville, Louisville will provide this information on the last normal work day prior to the weekend or holiday. At all times, Louisville will immediately inform IMPS of any increase or decrease in unit Net Electric Generating Capability that will or may occur, or any suspected conditions that could cause such change.

At any time IMPA is not requesting, for any reason, including a claim by 1MPA of Force Majeure, the maximum amount of Net Electric Generating Capability available to it from Trimble County Unit 1, Louisville shall have the right to utilize, for its own use, ail or any part of the Electric Energy associated with such unused Net Electric Generating Capability. When so utilized, the energy consumed by Louisville shall be referred to as “Banked Energy.’ At a future date, IMPA shall be entitled to request, in accordance with the scheduling provisions of Article 5.2, Electric Energy associated with the Net Electric Generating Capability from Louisville’s portion of Trimble County Unit 1 in an amount equal to all or any portion of the then-current balance of Banked Energy due to IMPA. Louisville shall be obligated to supply the requested amount of IMPA’s Banked Energy unless, pursuant to guidelines established by the Coordination Committee, conditions are unsuitable to do so. Pursuant to procedures and guidelines established by the Coordination Committee, the balance of Banked Energy owed to IMPA shall be periodically returned to zero. When Banked Energy is used by Louisville or returned to IMPA, the Fuel/Reactant Operation Expenses for the Electric Energy associated therewith shall be assumed by the Party using such Electric Energy. Louisville shall maintain records adequate to determine the transactions related to, and balances of, Banked Energy.

Louisville shall submit to IMPA, as far in advance as practicable, schedules showing the expected time and duration for maintenance and repair outages of Trimble County Unit 1. Louisville will adjust such schedules to accommodate IMPA’s operating needs, where, in Louisville’s sole judgment, it is practicable to do so, consistent with Good Utility Practice. Should IMPA desire a schedule for maintenance and repair outages which Louisville believes is impracticable, IMPA shall be entitled to raise the scheduling issue with the Coordination Committee.

5.3. Economic Replacement Of Trimble County Unit 1 Energy.

In the event, and only in the event, Louisville voluntarily ceases to operate Trimble County Unit 1 or reduces the output therefrom solely because of the availability of Electric Energy to Louisville from other sources, the cost of which is projected to be lower than what the cost of Fuel/Reactant Operation Expenses of Electric Energy generated by Trimble County Unit 1 would be during the period of such cessation in operation, Louisville shall make available to IMPA replacement Electric Energy from such other sources during the period of such cessation in operation. The amount of such replacement Electric Energy to be made available to IMPA during such period shall be the amount of Electric Energy requested by IMPA during such period, but not in excess

of the amount to which IMPA would have been entitled during such period had the operation of Trimble County Unit 1 not ceased or the output not been reduced. The per kilowatt-hour cost of such replacement Electric Energy shall be the per kilowatt-hour cost incurred by Louisville for such replacement Electric Energy obtained from such other sources during such period.

5.4. Electric Capability And Energy Entitlements.

Louisville and IMPA shall be entitled to the Net Electric Generating Capability and Associated Electric Energy of Trimble County Unit 1 in proportion to their respective ownership interests in Trimble County Unit 1; however, the Net Electric Generating Capability of Trimble County Unit 1 shall not exceed the applicable Net Seasonal Capability of Trimble County Unit 1, except under criteria as may be established by the Coordination Committee. These entitlements shall begin at the time of Closing and continue until Trimble County Unit 1 ceases to be used for the generation of Electric Energy.

5.5. Operations Management.

5.5.1. Administration Of Operating Work And Incremental Capital Assets.

Louisville shall perform all work, or execute, and enforce (including any renegotiation and settlement) all contracts, contractual obligations and arrangements for Operating Work and Incremental Capital Assets, including, without limitation, any and all warranties on equipment, facilities, materials, and services furnished pursuant to any such contracts. Warranties and claims arising under this Article shall be administered in accordance with the provisions of Article 5.5.6 of this Agreement.

5.5.2. Purchasing Necessary Goods And Services.

Louisville shall purchase and procure, through and from any source it may select, the equipment, apparatus, machinery, tools, services, materials and supplies, and emergency spare parts necessary for the performance of Operating Work and Incremental Capital Assets.

5.5.3. Procurement Of Fuel.

At all times, Louisville shall make necessary and reasonable efforts to maintain an adequate supply of fuel. At IMPA’s request, Louisville will receive bids or proposals from suppliers of Indiana coal who wish to be considered for purchases of coal supplies for Trimble County Unit 1. Louisville shall have no obligation to consider any particular bid or proposal, which in Louisville’s sole judgment, is not in the best interest of the Owners when considering price, reliability, quality, and other relevant terms, conditions, and considerations. IMPA may elect from time to time to purchase fuel directly for use in connection with its share of Trimble County Unit I pursuant to fuel specifications and procedures for delivery, handling, testing, and use as approved by Louisville. In such case, IMPA shall contract and pay directly to suppliers and billing under this Agreement

shall be adjusted appropriately. IMPA shall be responsible for all its costs resulting from these separate fuel procurement activities, and for any additional costs imposed upon the other Owners where such additional costs result from activities not performed by or under the direct supervision of Louisville pursuant to this Agreement.

5.5.4. Expenditure Of Funds.

Louisville shall expend funds in accordance with the terms and conditions of this Agreement.

5.5.5. Insurance.

Louisville shall arrange for the placement and maintenance of Insurance, as provided herein in Article 13.

5.5.6. Enforcement Of Claims Against Third Parties.

Louisville shall present and prosecute known claims against third parties, including but not limited to claims against insurers and indemnitors providing Insurance or indemnities with respect to any loss of or damage to any property of Trimble County Unit 1, or the Trimble County General Plant Facilities or the Trimble County Site as they pertain to Trimble County Unit 1, or any interest of the Owners pertaining thereto, and with respect to any liability of Louisville or IMPA to third parties covered by Insurance or indemnity agreement. To the extent that such loss, damage, or liability is not covered by Insurance or by any indemnity agreement, Louisville shall present and prosecute claims therefor against any parties who may be liable therefor. Nothing herein shall require Louisville to initiate, present, or prosecute any claim which, in its sole judgment, is without sufficient merit to warrant such enforcement, or otherwise is inconsistent with the Owners’ general business interests. Nothing herein shall require Louisville to invoke any certain type of enforcement procedure, or to seek, or to continue to seek, enforcement of any claim, when in Louisville’s sole judgment, the Owners’ general business interests are better served by settling or withdrawing such claim. If any such claim by the Owners is in excess of $250,000 in amount, Louisville shall notify IMPA of the existence and nature of such claim and shall also notify IMPA if and when any settlement of such claim is accomplished by Louisville.

In the event that Louisville should fail or refuse to diligently prosecute any claim, nothing herein contained shall prevent IMPA from prosecuting such claim or demand in its own name, to the extent of, and as such claim or demand affects, its interest. IMPA may intervene in any suit on a claim pursuant to this Article as an additional plaintiff or defendant to assert or defend as to its respective ownership interest and rights. Cost and monies net of reasonable expenses recovered are to be shared by the Owners in proportion to their respective ownership interests in Trimble County Unit 1.

5.5.7. Processing Claims By Third Parties.

Louisville shall investigate, adjust, defend, and settle claims by third parties against IMPA and Louisville, arising out of or attributable to Operating Work or Incremental Capital Assets, or the past or future performance or nonperformance of the obligations and duties of either IMPS or Louisville under or pursuant to this Agreement, including but not limited to any claim resulting from death or injury to persons or damage to property, when such claims are not covered by valid and collectible Insurance carried by Louisville or IMPA and, whenever and to the extent reasonable, present and prosecute claims against any third party, including insurers, for any costs, losses, and damages incurred in connection’ with such claims. If tiny such claim against IMPS and Louisville is in excess of $50,000 in amount and is not covered by valid and collectible Insurance carried by Louisville or 1MPA, Louisville shall notify IMPA of the existence and nature of such claim and shall also notify IMPA if and when any settlement of such claim is accomplished by Louisville. Settlement of claims in excess of $1,000,000 shall be reported to and approved by the Coordination Committee.

In the event that Louisville should fail or refuse to diligently defend any claim, nothing herein contained shall prevent IMPA from defending such claim or demand in its own name, to the extent of, and as such claim or demand affects, its interest. IMPA may intervene in any suit on a claim pursuant to this Article as an additional party to defend as to its respective ownership interests and rights in Trimble County Unit 1.

5.5.8. Delivery Of Operating data.

As promptly as practicable after the end of each month, Louisville shall render to IMPA a statement setting forth appropriate operating data as may be needed for reports and records.

5.6. Environmental Laws and Regulations.

Each Party shall be responsible for its own share of any obligations, costs, or burdens of any kind, resulting from any federal, state, or local environmental law, regulation, or requirement, as amended from time to time. Similarly, each Party shall be entitled to its share, on a pro rata ownership basis, of any rights, credits, or entitlements associated with such law, regulation, or requirement. Louisville’s obligation to produce generation from IMPA’s share of Thimble County Unit 1, as well as Louisville’s obligation to produce backup power and energy as set forth in Article 10 hereof, shall be conditioned upon IMPA’s compliance with such laws, regulations, or requirements as set forth in this Article, and IMPA’s possession of required environmental allowances needed for such generation. In the event IMPA’s rights, credits, or entitlements from Trimble County Unit 1 or other sources are not sufficient to allow the desired level of generation from IMPA’s share of Trimble County Unit 1 or the production of backup power and energy, Louisville shall provide such rights, credits, or entitlements to IMPA upon IMPA’s request and after consultation with IMPA concerning the availability and cost of such rights, credits, or entitlements. Louisville shall have no obligation, however,

to provide such rights, credits, or entitlements where such rights, credits, or entitlements are required for use by Louisville to serve its Internal Load, or any firm off-system sales existing prior to any request for backup power and energy, or backup power and energy to IMEA. Louisville may satisfy this obligation, at its option, by supplying such rights, credits, or entitlements from its own system, or by purchasing from other sources. Such obligation shall be limited to the rights, credits, or entitlements necessary to operate IMPA’s portion of Trimble County Unit 1 at the lower of an 80 percent Capacity Factor or IMPA’s actual Capacity Factor, and shall apply only to the excess requirements above the rights, credits, or entitlements obtained by IMPA as a result of its ownership Interest in Trimble County Unit 1 or from other sources.

IMPA shall compensate Louisville for providing such allowances for IMPA’s Trimble County Unit 1 generation, as well as for allowances for backup power and energy sold by Louisville to IMPA under Article 10 hereof, at a price equal to the fair market value of such allowances, as such value may change from time to time. Fair market value and procedures for billing and payment will be determined according to criteria set forth by the Coordination Committee; provided that, fair market value shall not be less than

Louisville’s actual cost of providing or obtaining such allowances. In lieu of compensation under this Article for such allowances, where agreed by the Parties, such compensation may be accounted for by inclusion in the price for backup power pursuant to the Interconnection Agreement between the Parties.

5.7. Indemnification Of Environmental Fines And Penalties.

Louisville will indemnify IMPA against administrative fines and civil penalties arising out of the operation of the Trimble County Plant imposed for violations of applicable environmental laws and regulations, resulting from acts of Louisville as plant operator. Exclusions from this special indemnification shall include operation and maintenance costs which might be incurred as a result of environmental laws and regulations, Incremental Capital Assets incurred in environmental compliance, occurrences from acts of third parties or from equipment failure or malfunction, remedial measures imposed by administrative agencies for environmental purposes, or reimbursement of response costs under Comprehensive Environmental Response Compensation And Liability Act (CERCLA) and K.R.S. Chapter 224, and subsequent amendments thereof, and any subsequently enacted legislation covering the same subject matter as CERCLA and K.R.S. Chapter 224, or to any claims of personal injury or property damage.

ARTICLE 6.

INCREMENTAL CAPITAL ASSETS

6.1. Determination Of Need.

The Coordination Committee shall approve Incremental Capital Assets expected to cost over $250,000. Louisville shall have the authority to make all decisions with respect to Incremental Capital Assets expected to cost $250,000 or less. Emergency expenditures for Incremental Capital Assets which total in excess of $250,000 in any calendar year shall be submitted to the Coordination Committee for ratification.

6.2. Estimate Of Costs.

Prior to beginning of work on any Incremental Capital Asset which Louisville expects to cost more than $1,000,000, such estimate shall be furnished by Louisville in reasonable detail to IMPA for use by it in anticipating its financial requirements. Such estimate shall be subject to revision periodically to reflect more current information on such Incremental Capital Asset.

6.3. Responsibility For Costs.

Subsequent to the Closing, the costs of each Incremental Capital Asset shall be borne by Louisville and IMPA in proportion to their respective percentage ownership interests in Trimble County Unit 1. The amount incurred for Incremental Capital Assets during each month shall be included in the monthly billings provided for in Article 8.L IMPA’s share of all Incremental Capital Assets booked during January 1993, shall not be reflected in the Purchase Price stated in Article 3.1 hereof, but shall be included instead in the first monthly billing to IMPA following Closing.

ARTICLE 7.

COMPENSATION

7.1. Monthly Charges.

The Owners will share all costs associated with Trimble County Unit 1, and with the Thimble County General Plant Facilities and the Trimble County Site as they pertain to Trimble County Unit 1. These costs are set forth below in five components for billing and accounting purposes. The Parties intend that these components incorporate all costs which are or could be associated with Trimble County Unit 1, and with the Trimble County General Plant Facilities and the Trimble County Site as they pertain to Trimble County Unit 1. Should, however, any item or category of costs not fall within the technical definitions of any of the five components, the Parties agree to adjust the billing components so as to include such item or category.

Starting at the Closing, IMPA shall pay a monthly amount equal to the sum of the five components delineated in Articles 7.1.1, 7.1.2, 7.1.3, 7.1.4, and 7.1.5, as provided for in Article 8.1.

7.1.1. Fuel/Reactant Operation Expense.

All Fuel/Reactant Operation Expenses of Trimble County Unit 1 will be prorated to the Parties, according to the net Electric Energy consumed by each Party as compared to the total net energy generated by Trimble County Unit 1.

For purposes of this Article, Fuel/Reactant Operation Expenses shall be allocated to IMPA on the basis of its loss-adjusted net Electric Energy during the applicable month. This loss-adjusted net Electric Energy shall be calculated by multiplying IMPA’s actual Trimble County Unit 1 net Electric Energy during the month by a loss factor to be determined using load flow studies or other mutually acceptable analyses which, at the request of either Party, but not more frequently than once every two years, shall be reviewed and shall be adjusted as appropriate.

7.2. Fixed Operation And Maintenance Expenses.

A Fixed Operation and Maintenance Expenses component shall be shared by the Parties in proportion to their respective percentage ownership interest in Trimble County Unit 1.

7.2.1. Non-Fuel Operating Component.

A non-fuel operating component shall be shared by the Parties in proportion to their respective percentage ownership interest in Trimble County Unit 1, calculated monthly as the sum of the following four items as they relate to Trimble County Unit 1, and the Trimble County General Plant Facilities and the Trimble County Site as they pertain to Trimble County Unit I:

(a) Taxes other than federal and state income taxes (Account 408.1), except that those categories of taxes, or payments in lieu thereof, that are directly billed to IMPA by the taxing authority and paid by IMPA, shall not be included in this item.

(b) Administrative and general expenses (Accounts 920-935) as recorded in Louisville’s accounting records under the Uniform System of Accounts.

(d) Penalties (Account 426.3), except for those environmental penalties against which Louisville is indemnifying IMPA under Article 5.7 hereof.

7.2.2. Working Capital Component.

A working capital component shall be shared by the Parties in proportion to their respective percentage ownership interests in Trimble County Unit 1. This component is comprised of the items listed below, to the extent that each of these items relates to Trimble County Unit 1, the Trimble County General Plant Facilities (as they pertain to Trimble County Unit 1), and the Trimble County Site (as it pertains to Trimble County Unit 1). This component shall be calculated by multiplying the beginning monthly balances of the items by Louisville’s Cost of Capital as “grossed up’ for federal and state income taxes.

(a) Fuel stocks (Account 151).

(b) Fuel stock expenses undistributed (Account 152).

(d) Stores expense undistributed (Account 163).

(e) Prepayments (Account 165).

(f) Miscellaneous deferred debits (Account 186).

7.2.3. Transmission Charge.

A transmission charge to cover transmission of the Electric Energy from Trimble County Unit 1 to the Delivery Points shall be assessed according to the Trimble County schedule contained in the Interconnection Agreement. Such schedule may be changed by Louisville from time to time based on revised cost information, but shall continue to be calculated throughout the duration of this Agreement according to the same cost of service methodology as was used to support the initial schedule. Should FERC at any time decline to accept a rate based on such methodology, a new rate shall be calculated using approved methodology as close as possible to the initial methodology such that the original intent of the Parties in pricing this service shall be maintained.

ARTICLE 8.

BILLING, PAYMENTS, AND RECORDS

8.1. Billings By Louisville.

As promptly as practicable, but not more than twelve working days after the end of each calendar month during the term of this Agreement, Louisville shall prepare and send to IMPA a statement, in such detail and with such segregations as may be needed for operating and accounting records, to indicate monthly amounts due under the provisions of this Agreement.

8.2. Payments By IMPA Or Louisville.

All bills under Article 8.1 for amounts owed by IMPA to Louisville shall be due and payable on the tenth working day following the invoice date. Amounts owing by either Party to the other under the Interconnection Agreement or under the provisions of this Agreement, other than under Article 8.1, shall be settled in accordance with the procedures set forth in such provisions as give rise to the obligations. Interest on unpaid amounts shall accrue at the Agreed Rate from the date due until the date upon which payment is made. Payments by IMPA to Louisville based on over billing by

Louisville shall bear interest at the Agreed Rate beginning on the thirty. first day after receipt by Louisville and running until such amount is repaid or credited by Louisville. Unless otherwise agreed upon, a calendar month shall be the standard monthly period for the purpose of settlements under this Agreement.

Should either Party withhold payment of any contested amount, the procedure for resolution of disputes under Article 19 shall be invoked automatically. Non-payment of any amount contested in good faith by either Party shall not constitute a default under Article 17 prior to completion of the disagreement procedures under Article 19. The unpaid Party may contend a default exist! under Article 17, if payment continues to be withheld following completion of the disagreement procedures under Article 19 including arbitration if both Parties have elected to arbitrate.

8.3. Records.

Louisville will record its accounting information in accordance with generally accepted accounting principles, as modified by the requirements or permitted practices of applicable regulatory authorities. For the purpose of this Agreement, all account references are to the Uniform System of Accounts. In the event of any changes in FERC’s accounting procedures which might result in different charges than those contemplated by the Agreement, the Parties will agree upon the appropriate changes to the Agreement to achieve the original intent of the Parties, unless otherwise mutually agreed by the Parties.

The Parties shall keep and maintain such records as may be necessary or useful in carrying out this Agreement. Each Party shall keep such records as may be needed to

afford a clear history of all transactions under this Agreement and make copies of such records available to the other Party upon request. Each Party shall have the right during normal business hours, but no more often than once each calendar year, at its own expense, to audit, or cause independent certified public accountants of its choice to audit, the accounting and other records relating to transactions under this Agreement and shall have the right to make copies of records as necessary; provided that IMPA shall not be permitted to retain documents which Louisville has designated as confidential or proprietary where to do so would make such records open records under any applicable “open records’ or “public records’ procedure or regulation. All such records shall be considered confidential and proprietary business records of the Party that generated the particular record in question. Neither Party shall make use of records of the other Party without the express written consent of such Party, except for disclosure or use which is permitted by this Agreement or where required by lawful authority, or for purposes of litigation or alternative dispute resolution procedures.

ARTICLE 9.

TRANSMISSION SERVICE

All Electric Energy delivered under this Agreement shall be of the character commonly known as three-phase sixty-hertz energy, and shall be considered as being delivered at Louisville’s Delivery Points.

Obtaining transmission service for transmitting power under this Agreement from Louisville’s Delivery Points shall be the sole responsibility of IMPA. If an electric system or systems, which is not part of the electric systems owned by either of the Parties, is used to transmit the Net Electric Energy from Louisville’s delivery Points to IMPA, the cost of such transmission service shall be paid by IMPA. Losses which are incurred through such third party transmission(s) shall be assumed by IMPA.

ARTICLE 10.

BACKUP POWER AND ENERGY

10.1. From Louisville.

In any hour of any month that the Net Electric Generating Capability of Trimble County Unit 1 is less than the Net Seasonal Capability, IMPA shall have the option to request from Louisville backup power and energy from Louisville’s other generating resources. For IMPA to receive this backup power and energy, both of the following conditions must be met:

(a) the amount of backup power and energy shall not exceed an amount equal to IMPA’s share (based on its percentage ownership interest in Trimble County Unit 1) of such reduction from Net Seasonal Capability; and

(b) the amount of backup power and energy requested, as limited by (a) above, is available from Louisville’s other generating resources and is not required to serve Louisville’s Internal Load, to honor any firm commitments made by Louisville for

off-system sales existing prior to any particular request for backup power and energy, or to provide backup power and energy to IMEA.

Compensation for backup power and energy will correspond to the demand and energy rate provisions of the Backup Power service schedule contained in the Interconnection Agreement in effect at the time backup energy is delivered. Nothing in this Agreement shall require Louisville to construct, acquire, expand, or maintain new or existing generating resources for the purpose of supplying backup power to IMPA pursuant to this Agreement.

10.2. From Third Parties.

In the event Louisville is unable to provide backup power and energy from its own system, Louisville will, at the request of IMPA, make its best effort to purchase backup power and energy from another party for resale to IMPA. Louisville will bill IMPA for such purchased backup power and energy according to the terms for such third party transactions contained in the Backup Power service schedule contained in the Interconnection Agreement in effect at the time backup energy is delivered.

10.3. Effective Date Of Backup Power Provision.

The provisions of this Article 10 will become effective at the time of Closing.

ARTICLE 11.

GENERAL CONDITIONS

11.1. Cooperation.

Louisville and IMPA shall cooperate with each other and provide information as may be necessary to facilitate, among other things, the filing of applications for authorizations, permits, licenses, or financing and the execution of such other documents as may be reasonably necessary to carry out the provisions of this Agreement, subject to reasonable protections necessary to preserve each Party’s confidential or proprietary information.

11.2. Approvals.

The Parties shall use their best efforts to obtain as quickly as possible all requisite governmental, regulatory, and judicial approvals, where applicable, of the consummation of the transactions contemplated herein. To the extent any provision of this Agreement prevents IMPA from receiving a favorable tax ruling authorizing the issuance by IMPA of tax-exempt bonds to finance the purchase contemplated herein, the Parties agree to negotiate In good faith and cooperate with each other so as to effectuate sale of such bonds; provided that the foregoing shall not be construed so as to impose any economic detriment or burden or unreasonable condition or obligation on Louisville or any other Owner of Trimble County Unit 1.

11.3. Access.

Official representatives of IMPA and their designees, including IMPA’s bond trustee, shall have the right, upon sufficient advance notice to Louisville, to enter upon the Trimble County Site subject to all safety, insurance, and industrial security requirements and the need for efficient operation of Trimble County Unit 1.

11.4. Conditions Precedent To Louisville’s Obligations Hereunder.

All obligations of Louisville under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the conditions (or the waiver in writing of such conditions by Louisville) that are delineated in Articles 11.4.1 through 11.4.4 and IMPA shall exert its best efforts to cause each such condition to be fulfilled.

11.4.1. Accuracy Of IMPA’s Representations And Warranties.

Louisville and IMPA shall not have discovered any material error, misstatement, or omission in the representations and warranties made by IMPA in this Agreement.

11.4.2. Capability Of Performance By IMPA.

IMPA’s representations and warranties contained in this Agreement shall be deemed to have been made again at and as of the time of the Closing and shall then be true in all material respects; IMPA 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 Louisville shall have been furnished with certificates signed by the principal officer of IMPA, dated the date of the Closing, certifying ii form and substance satisfactory to Louisville to the fulfillment of the foregoing conditions and to the further effect that there are no actions, suits, or proceedings pending or, to such officer’s knowledge, threatened against or affecting IMPA before any court or administrative body or agency which would materially adversely affect the ability of IMPA to perform its obligations under this Agreement.

11.4.3. Opinion Of Counsel For IMPA.

Louisville shall have been furnished with an opinion of counsel for IMPA, which counsel shall be satisfactory to Louisville, in form and substance satisfactory to Louisville, dated the date of the Closing, to the effect that:

(a) IMPA is a body corporate and politic and a political subdivision of the State of Indiana, duly organized and validly existing in good standing under the laws of the State of Indiana and has the corporate power, legal capacity, and authority to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; and

(b) The execution, delivery, and performance by IMPA of this Agreement have been duly authorized by all necessary corporate action on the part of IMPA, do not

contravene any law, or any governmental rule, regulation, or order, applicable to IMPA or its properties, or the Statement of Organization, or the By-Laws of IMPA and do not and will not contravene the provisions of, or constitute a default under, any indenture, mortgage, contract, or other instrument to which IMPA is a party or by which IMPA is bound; and

(c) This Agreement has been duly executed and delivered by IMPA and constitutes the legal, valid, and binding obligation of IMPA enforceable in accordance with its respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, or similar laws at the time in effect; and

(d) There are no actions, suits, or proceedings pending or, to such counsel’s knowledge, threatened against or affecting IMPA before any court or administrative body or agency which might materially adversely affect the ability of IMPA to perform its obligations under this Agreement; and

(e) Any consent or approval of, giving of notice to, registration with, or taking of any other action by, any state, federal, or other governmental commission, agency, regulatory authority, or court, where applicable, including, without limitation, the Indiana Utility Regulatory Commission, the Federal Energy Regulatory Commission, and the Securities and Exchange Commission, in connection with the execution, delivery, and performance of this Agreement required to be obtained by IMPA on or before the Closing has been obtained.

11.4.4. Payment Of Funds By IMPA.

The portion of the Purchase Price required to be paid by IMPA to Louisville at the Closing shall be paid in immediately available funds.

11.5. Conditions Precedent To IMPA’s Obligations Hereunder.

All obligations of IMPA under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the conditions (or the waiver in writing of such conditions by IMPA) that are delineated in Article 11.5.1 through 11.5.3 and Louisville shall exert its best efforts to cause each such condition to be fulfilled.

11.5.1. Accuracy Of Louisville’s Representations And Warranties.

IMPA and Louisville shall not have discovered any material error, misstatement, or omission in the representations and warranties made by Louisville in this Agreement.

11.5.2. Opinion of Counsel for Louisville.

Louisville’s representations and warranties contained in this Agreement shall be deemed to have been made again at and as of the time of the Closing and shall then be true in all material respects. Louisville shall have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed or

complied with it prior to or at the Closing IMPA shall have been furnished with certificates signed by the President or a Vice President of Louisville, dated the date of the Closing, certifying in form and substance satisfactory to IMPA, to the fulfillment of the foregoing conditions and to the further effect that there are no actions, suits, or proceedings pending or, to such officer’s knowledge, threatened against or affecting Louisville before any court or administrative body or agency which would adversely affect the ability of Louisville to perform its obligations under this Agreement.

11.5.3. Opinion Of Counsel For Louisville.

IMPA shall have been furnished with an opinion of counsel for Louisville, which may include counsel employed directly by Louisville as well as Louisville’s outside counsel, which counsel shall be satisfactory to IMPA, in form and substance satisfactory to IMPA, dated the date of the Closing, to the effect that:

(a) Louisville is a corporation duly organized and validly existing under the laws of the Commonwealth of Kentucky and has the corporate power and authority to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; and

(b) The execution, delivery, and performance by Louisville of this Agreement have been duly authorized by all necessary corporate action on the part of Louisville, does not contravene any law, or any governmental rule, regulation, or order applicable to Louisville or its properties, or the Articles of Incorporation or By-Laws of Louisville, and do not and will not contravene the provisions of, or constitute a default under, any indenture, mortgage, contract, or other instrument to which Louisville is a party or by which Louisville is bound; and

(c) The documents executed by Louisville in connection with the Closing have been duly authorized, executed, and delivered by Louisville; and

(d) There are no actions, suits, or proceedings pending or, to such counsel’s knowledge, threatened against or affecting Louisville before any court or administrative body or agency which would materially adversely affect the ability of Louisville to perform its obligations under this Agreement; and

(e) Any consent or approval of, giving of notice to, registration with or taking of any other action by, any state, federal, or other governmental commission, agency, or regulatory authority, including, without limitation, the Kentucky Public Service Commission, the Federal Energy Regulatory Commission, and the Securities and Exchange Commission, in connection with the execution, delivery, and performance of this Agreement required to be obtained by Louisville on or before the Closing has been obtained; and

(f) Louisville’s conveyance to IMPA in fee simple with covenant of general warranty of a 12.88 percent undivided ownership interest as tenants in common in the real estate set forth in Appendix E, is free and clear from all encumbrances, except

easements, restrictions, and stipulations of record, taxes assessed and payable in the year of Closing and thereafter, and subject to the rights of IMEA which owns a 12.12 percent undivided interest as tenants in common, but such opinion will be inapplicable to matters not of record; and

(g) Louisville has paid all property taxes (other than sales or use or other transfer taxes, if applicable) which are assessed on the interests conveyed to IMPS hereunder, except for property taxes assessed and payable in the year of Closing.

11.6. Conditions Precedent To The Respective Obligations Of The Parties.

The respective obligations of Louisville and IMPS hereunder are, unless waived in writing by Louisville and IMPS prior to or at the Closing, subject to the special conditions in Article 3.3 hereof and the additional condition that all governmental, judicial, and regulatory approvals of the execution, delivery, and performance of this Agreement required to be obtained by Louisville and IMPS on or before the Closing shall have been obtained, including all governmental, judicial, and regulatory approvals necessary for the issuance of IMPA’s tax-exempt revenue bonds in an aggregate principal amount sufficient to pay for any and all sums due to be paid by IMPS to Louisville at Closing.

11.7. Release From Louisville’s Indenture(s).

Louisville shall have obtained the releases from any and all indentures of the ownership interest in Trimble County Unit 1 to be conveyed to IMPS hereunder at the Closing from the lien of such indenture.

11.8. Amendments.

This Agreement may be amended only by a written instrument duly executed by the Parties. When so amended, the Parties shall execute a conformed copy of the Agreement, which conformed copy shall contain all amendments to the Agreement and shall thereafter govern the Parties.

11.9. Limited Warranty.

Louisville warrants that as of the Closing Date hereof, except as set forth in Appendix D, it knows of no defects in the original design or construction of Trimble County Unit 1 or the Trimble County General Plant Facilities, and that such facilities were designed for the generation and production of electric power and energy Should this Agreement become effective prior to full completion of such facilities, Louisville shall complete the original construction of such facilities at its expense.

Louisville also warrants that for the time periods set forth below, Trimble County Unit I and the Trimble County General Plant Facilities shall be free of defects in materials or workmanship in the design and construction of such facilities: (a) if the Closing Date occurs by or before December 31, 1993, the limited warranty period shall

be ninety days from the Closing Date; (b) if the Closing Date occurs by or before December 31, 1994, but after December 31, 1993, the limited warranty period shall be sixty days from the Closing Date; (c) if the Closing Date occurs by or before December 31, 1995, but after December 31, 1994, the limited warranty period shall be thirty days from the Closing Date; (d) if the Closing Date occurs after December 31, 1995, there shall be no limited warranty. Defects that are discovered during this warranty period, shall be repaired at Louisville’s expense. OTHER THAN FOR THIS EXPRESS WARRANTY, IMPA’S OWNERSHIP INTEREST IN TRIMBLE COUNTY UNIT 1 IS TO BE SOLD “AS IS” AND “WHERE IS”. LOUISVILLE MAKES NO OTHER REPRESENTATION OR WARRANTY WHATSOEVER IN THIS AGREEMENT, EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO THE VALUE, QUANTITY, CONDITION, SALABILITY, OBSOLESCENCE, MERCHANTABILITY, FITNESS, OR SUITABILITY FOR USE OR WORKING ORDER OF ANY OF TRIMBLE COUNTY UNIT 1 INCLUDING THE TRIMBLE COUNTY GENERAL PLANT FACILITIES, NOR DOES LOUISVILLE REPRESENT OR WARRANT THAT THE USE OR OPERATION OF ANY SUCH FACILITIES WILL NOT VIOLATE PATENT, TRADEMARK, OR SERVICE MARK RIGHTS OF ANY THIRD PARTIES. THE PROVISIONS OF THIS ARTICLE 11.9 SHALL GOVERN OVER ANY CONFLICTING PROVISIONS OF THIS AGREEMENT. Notwithstanding the foregoing, IMPA shall have the benefit, in proportion to its percentage ownership interest in Trimble County Unit 1, of all manufacturers’ and vendors’ warranties and all patent, trademark, and service mark rights running to Louisville in connection with Trimble County Unit 1 and the Trimble County General Plant Facilities as they pertain to Trimble County Unit 1; provided that Louisville shall have sole authority in decisions regarding the enforcement (including any renegotiation and settlement) of such warranties and patent, trademark, and service mark rights, subject to the rights of IMPA as set forth in Article 5.5.6 hereof.

11.10. No Agency Or Third Party Beneficiary

Nothing herein is intended to or shall create an agency whereby IMPA becomes an agent for Louisville in any relationship with any third party. This Agreement is solely between Louisville and IMPA and shall not be construed to create any third party beneficiary relationship with any other person or entity.

ARTICLE 12.

TAXES

12.1. Management Of Tax Matters.

12.1.1. Louisville’s Responsibility

Louisville shall have the responsibility for filing returns, making property tax declarations, paying, seeking official tax rulings or determinations, and other related functions pertaining to all taxes, payments in lieu of taxes, assessments, impositions,

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 construction, ownership, operation, maintenance, alteration, repair, rebuilding, use, or retirement of, and arising out of its ownership interest in, Trimble County Unit 1, the Trimble County General Plant Facilities, or any part thereof, which are or may be imposed on Louisville by any federal, state, county, municipal, local, interregional, or quasi~ governmental authority.

12.1.2. IMPA’s Responsibility.

IMPA shall have the responsibility for filing returns, making property tax declarations, paying, seeking official tax rulings or determinations, and other related functions, for which it assumes responsibility from and after Closing, pertaining to all taxes, payments in lieu of taxes, assessments, impositions, charges, and related costs of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, settled or pending settlement, arising out of its 12.88 percent ownership interest in Trimble County Unit 1, including, but not limited to, property, sales, use, and payroll taxes, connected with or arising out of the construction, ownership, operation, maintenance, alteration, repair, rebuilding, use, or retirement of Trimble County Unit 1, the Trimble County General Plant Facilities, or any part thereof, which are or may be imposed on IMPA by any federal, state, county, municipal, local, interregional, or quasi-governmental authority (collectively, the “Taxes’).

12.1.3. Cooperation.

Louisville and IMPA will mutually cooperate and reasonably assist each other in meeting their respective tax obligations under this Agreement. IMPA shall, prior to filing any election, return, declaration, refund claim, request for ruling or determination, any pleading in any court or administrative proceeding, or any other document with any governmental authority relating to the Taxes (a “Tax Filing”) give Louisville seven business days prior written notice of such proposed filing, which notice shall include a copy of the Tax Filing. Louisville will advise IMPA in writing within three business days of the filing due date of any suggested changes which Louisville deems appropriate for the Tax Filing. IMPA is under no obligation to incorporate in the Tax Filing changes suggested by Louisville.

12.2. Sharing Of Taxes And Related Payments

All such taxes, payments in lieu of taxes, assessments, impositions, charges and related costs of Trimble County Unit 1, or the Trimble County General Plant Facilities or the Trimble County Site as they pertain to Trimble County Unit 1, shall be shared and borne by Louisville and IMPA in proportion to their respective percentage ownership interests in Trimble County Unit 1; provided, however, IMPA shall be entitled to the entire benefit to the extent of actual realization, of all exemptions from and reductions of taxes, including but not limited to property, sales, use, and payroll taxes, connected with

or arising out of the ownership, operation, maintenance, alteration, repair, rebuilding, use, or retirement of Trimble County Unit 1 or any part thereof, which may be realized because of the provisions, if any, of the Constitutions (of the Commonwealth of Kentucky, the State of Indiana, and the United States of America), statutes, ordinances, rules, regulations, and laws applicable to IMPA and not Louisville.

The portion of such taxes, payments in lieu of taxes, assessments, impositions, charges and related costs that are to be borne by IMPA as set forth above in this Article 12.2 shall be billed to and paid by IMPA in accordance with Articles 7 and 8, as applicable, except for those taxes which are paid by IMPA directly to the taxing authority.

12.3. Payment Of Title Taxes And Fees

IMPA shall be responsible for all sales taxes, recording fees, and other taxes related to transfer of property, if any, incurred in connection with the conveyance(s) to IMPA by Louisville at Closing.

12.4. Exclusion Of Income Taxes

Notwithstanding the generality of Article 12.1 above, Louisville and IMPA agree that the foregoing provisions of this Article 12 shall not apply to any tax on or measured by income.

12.5. Non-creation Of Taxable Entity

Notwithstanding any other provision of this Agreement, Louisville and IMPA do not intend to create hereby at law any joint venture, partnership, association taxable as a corporation, or other entity for the conduct of any business for profit. Louisville and IMPA agree to elect under Section 76 1(a) of the Internal Revenue Code of 1986, as amended, to exclude the transactions created by this Agreement from the application of Subchapter K, Chapter 1 of the Code, and both Parties agree to revise the terms of this Agreement to the extent and in a manner necessary to permit such election.

ARTICLE 13.

INSURANCE

13.1. Procurement Of Insurance.

Except with regard to directors and officers liability insurance, Louisville shall maintain in force, for the benefit of Louisville and IMPA as their interests in Trimble County Unit 1, Trimble County General Plant Facilities, and the Trimble County Site shall appear, such available insurance and self-insurance as the Coordination Committee shall determine to be appropriate.

13.1.1. Sharing Of Insurance Costs.

The costs of such insurance policies referenced to in Article 13.1 above shall be shared by the Parties in proportion to their respective percentage ownership interests in Trimble County Unit 1. IMPA shall also pay any additional premium that results from IMPA being named as an additional insured party on Louisville’s existing policies. IMPA shall bear responsibility for costs of and any losses incurred within the limits of any deductibles on policies of insurance. If IMPA elects to participate in self-insurance, as discussed in the following paragraph, the costs of claims and expenses for such self. insurance shall also be shared in proportion to the respective ownership interests in Trimble County Unit 1. IMPA’s share of such insurance and self-insurance costs shall be paid in accordance with Articles 7 and 8, as applicable.

With regard to the portion of any self-insurance for which IMPA is responsible, IMPA shall be entitled, at its option, to separately fund and administer a reserve account to fund all claims and expenses for which it is maintaining self-insurance. Any such separately maintained and administered fund shall be established, maintained, and administered according to policies and procedures approved by the Coordination Committee. Such fund will be a financial device for funding IMPA’s self-insurance obligation and will play no role in administering claims. Where IMPA establishes and maintains such an account,. the Coordination Committee will determine appropriate procedures and methodology for regularly billing for and recovering amounts due to be paid by IMPA to Louisville for such claims and expenses. Such procedures and methodology may include making adjustments to the billing and payment practices set forth in Article 7 and 8, as such Articles relate to IMPA’s self-insurance.

13.1.2. IMPA Named As Insured.

IMPA shall be named as an additional insured in such insurance policies. Louisville shall use its reasonable best efforts to have the insurance underwriters furnish IMPA with a Certificate of Insurance of each such insurance policy. In addition, Louisville shall use its reasonable best efforts to have each of such policies endorsed so as to provide that IMPA shall be given the same advance notice of cancellation or material change as is required to be given to Louisville. Loss or claim, if any, under such insurance policies shall be adjusted and settled by Louisville with the insurance underwriters in accordance with the third party claims procedure provided for in Article 5.5.6.

13.1.3. Procurement Of Additional Insurance For IMPA.

IMPA may obtain additional insurance beyond that provided for in this Article 13 to insure its ownership interest in Trimble County Unit 1 and the Trimble County Site and its rights with respect to the Trimble County General Plant Facilities at its cost. With respect to such additional insurance:

(a) the proceeds from any claim arising through such additional insurance shall be disbursed to IMPA; and

(b) loss or claim, if any, under such additional insurance shall be adjusted and settled by IMPA with the insurance underwriters.

13.1.4. Sharing Of Refunds From Insurance Premiums.

Any refunds of insurance premiums shall be allocated among the Owners on the same basis as the premium payment allocation from which such refund was derived.

13.1.5. Sharing Of Insurance Proceeds

In the event of damage to property insured under this Article, it is agreed that the proceeds from insurance obtained by Louisville on behalf of the Owners shall be shared by the Owners on a pro rata basis based on their relative payments of insurance premiums covering the damaged property.

13.2. Destruction.

13.2.1. Damage Or Destruction Fully Covered By Insurance

If property insured under this Article or any portion thereof should be damaged or destroyed to the extent that the cost of repairs or reconstruction is estimated to be covered by the aggregate amount of insurance coverage (including any deductible) carried by Louisville for the benefit of Louisville and IMPA pursuant to Article 13 hereof, then Louisville shall cause such repairs or reconstruction to be made so that such property shall be restored to substantially the same general condition, character, or use as existed prior to such damage or destruction; provided however, if the estimate is wrong, and the insurance proceeds are insufficient to pay the cost of repair or reconstruction, the Owners shall share the cost not reimbursed by such insurance in proportion to their percentage ownership interests in Trimble County Unit 1.

13.2.2. Damage Or Destruction Not Fully Covered By Insurance.

If Trimble County Unit 1, the Trimble County General Plant Facilities or any portion thereof as they pertain to Trimble County Unit 1, should be damaged or destroyed to the extent that the cost of repairs or reconstruction is estimated to be more than the aggregate amount of insurance coverage (including any deductible) carried by Louisville for the benefit of Louisville and IMPA pursuant to Article 13 hereof and covering the cost of such repairs or reconstruction, then, if Louisville elects to repair and reconstruct such property and upon agreement of Louisville and IMPA, Louisville shall cause such repairs or reconstruction to be made and Louisville and IMPA shall share the costs of such repairs or reconstruction not reimbursed by such insurance, in proportion to their percentage ownership interests in Trimble County Unit 1; provided, however, that:

(a) If IMPA elects not to join Louisville in repairing and reconstructing such property, then, at Louisville’s election, the Parties shall determine the monetary amount to be paid by Louisville to IMPA or by IMPA to Louisville, as provided for in paragraph (b) of this Article 13.2.2. Upon payment of such monetary amount by Louisville to IMPA or by IMPA to Louisville, as the case may require as set forth in said paragraph (b), IMPA shall transfer its ownership interest in Trimble County Unit 1 and the Trimble County Site, and its license to use the Trimble County General Plant Facilities, and its easement to the Trimble County Site, to Louisville free and clear of all liens and encumbrances, and this Agreement shall be deemed to have expired.

(b) The monetary amount to be paid to or received from IMPA pursuant to the provisions of paragraph (a) of this Article 13.2.2, shall be determined in accordance with the following equation:

P=W*X

Where:

P	=	the monetary amount to be paid to or received from IMPA. If P is positive, the monetary amount shall be paid to IMPA;and if P is negative, the monetary amount shall be received from IMPA.

W		IMPA’s percentage ownership interest in Trimble County Unit 1 before transfer of IMPA’s ownership interest in such property.

X	=	the fair market value (as determined by an independent appraiser selected jointly by the Parties) of (I) Trimble County Unit 1 and (ii) the Trimble County Site and the Trimble County General Plant Facilities as they pertain to IMPA’s use of Trimble

County Unit 1, at the time IMPA elects not to join Louisville in repairing and reconstructing Trimble County Unit 1 or the Trimble County General Plant Facilities. Fair market value shall be determined after taking into account all applicable costs of dismantling, demolishing, and removal of equipment, facilities, and structures; security; maintenance; disposing of debris; and any site work necessary to remove the effects of such damage or destruction. Fair market value may be a negative figure where appropriate.

ARTICLE 14.
PARTITION OF OR TRANSFER OF INTEREST IN TRIMBLE COUNTY UNIT 1

14.1. Special Nature Of Trimble County Unit 1 . Waiver Of Right Of Partition.

The Parties recognize that Trimble County Unit 1 Is an Integral part of the facilities required to provide adequate service in their respective service territories and the service territories of other co owners of Trimble County Unit 1 and that the physical partition of Trimble County Unit 1 or any material part thereof would be Impossible and impractical and wholly Inconsistent with the purposes for which this Agreement Is made.

Each of the Parties agrees that It will not take any action, by judicial proceedings or otherwise, to partition Trimble County Unit 1, or that portion of the Trimble County Site conveyed by Louisville to IMPA pursuant to Article 2.2 hereof, or any part thereof, in any way, whether by partition In Mud or by sale and division of the proceeds thereof. Each of the Parties further waives the right of partition and the benefit of all statutory or common law that may now or hereafter authorize such partition of Trimble County Unit 1 or any part thereof, or that portion of the Trimble County Site conveyed by Louisville to IMPA pursuant to Article 2.2 hereof. In the event any such right of partition shall hereafter accrue, each Party shall from time to time upon the written request of the other Party execute and deliver such further Instruments as may be necessary to confirm the foregoing waiver and release of Its right to partition. The foregoing provisions of this Article 14.1 shall be binding upon and Inure to the benefit of the Parties, their respective successors and assigns, including mortgagees, receivers, trustees, or other representatives and their respective successors and assigns, and shall run with the land. Louisville agrees to Insert a similar covenant In any contract with another party which acquires an ownership Interest in Trimble County Unit 1, which covenant will be enforceable by IMPA.

14.2. Transfer Of Ownership Interests To Third Parties.

If either Party (“Transferring Party’) shall desire to transfer (whether by sale, conveyance, assignment, lease, or otherwise) all or any portion of Its ownership Interest In Trimble County Unit 1 In a bona fide arms length transaction to any unaffiliated third party or parties, the Transferring Party shall give the other Party written notice thereof, and any such transaction with such unaffiliated third party or parties shall not be consummated until the other Party has determined not to exercise Its right of first refusal, as set forth In this paragraph. Such written notice shall fully disclose the nature and terms of the proposed transaction and the Identity of the third party or parties Involved. Upon receipt of such written notice, the other Party shall have the first right to acquire the Transferring Party’s ownership Interest in Trimble County Unit 1 that the Transferring Party proposes to transfer to the third party or parties, upon the same terms and conditions which the Transferring Party proposes to make with the third party or parties; provided, however, that where Louisville Is the Transferring Party, IMPA’s right of first refusal shall be subordinate to a prior right of IMPA to acquire Louisville’s ownership Interest. Within ~0 days following receipt of such notice, the other Party shall give

written notice to the Transferring Party stating whether or not It elects to acquire the Transferring Party’s undivided ownership Interest In Trimble County Unit 1 which the Transferring Party proposes to dispose of to the third party or parties; provided however, that where Louisville Is the Transferring Party, IMPA’s election to acquire such Interest shall be deemed to be of no effect If IMEA elects to acquire such Interest. If the Party elects to exercise Its rights to acquire such Interest, the Transferring Party, as soon as practicable, shall execute such Instruments as may be necessary and appropriate to effectuate such sale, conveyance, transfer, assignment, lease, or other disposition, as the case may be, to the other Party, free and clear of all liens, charges, and encumbrances for which the

Transferring Party, as between the Parties, is responsible, including the indenture(s) of the Transferring Party.

14.2.1. Conditions Of Transfer

If the other Party elects not to acquire the Transferring Party’s ownership interest in Trimble County Unit 1, as provided in the first paragraph of Article 14 2, the Transferring Party may consummate its proposed transaction with the third party or parties and dispose of such ownership interest to the third party or parties, provided, that such transaction is consummated within 240 days following receipt by the other Party of the written notice first referred to in the first paragraph of Article 14.2; and provided further, that the other Party has approved the prospective purchaser as suitable and desirable as a joint owner of Trimble County Unit 1, although such approval may not unreasonably be withheld and grounds for withholding such approval shall be limited to such factors as will materially, adversely affect the other Party’s interests hereunder; provided, however, that where Louisville is the Transferring Party, IMPA’s right to approve the prospective purchaser as suitable and desirable shall be limited to situations in which the proposed transfer reduces Louisville’s ownership interest in Trimble County Unit 1 to less than fifty (50) percent, or where such proposed transfer conveys, in whole or part, Louisville’s rights and obligations for operation of Trimble County Unit 1 under this Agreement to such third party or parties; and provided, further, that IMPA shall require (as a condition of or In connection with the sale, conveyance, transfer, assignment, lease, or other disposition, and for the benefit of the other Party) the third party or parties acquiring such ownership interest to assume and agree to be bound by the provisions of this Agreement and any amendments thereto, and In furtherance thereof the provisions of this Agreement shall be amended appropriately to reflect:

(a) the addition of such third party or parties as a party or parties to this Agreement; and

(b) the ownership Interest In Trimble County Unit 1 acquired by such third party or parties and the decreased ownership Interest in Trimble County Unit 1 of the Transferring Party; and

(c) the rights, duties, and obligations of the Transferring Party and such third party or parties under this Agreement. Further, the Transferring Party hereby agrees to save the other Party harmless from and against all loss or liability which the other Party may Incur as a result of any failure by such third party or parties to fulfill its or their duties and obligations under this Agreement and any amendments thereto. In addition, the consummation of any transaction by the Transferring Party with a third party or parties shall not release the Transferring Party from any of its debts or liabilities to the other Party which, at the time of the consummation of the transaction, have accrued under this Agreement, and any amendments thereto, unless the Parties shall agree in writing to the contrary.

14.2.2. Further Conditions Of Transfer

The right of the Transferring Party to dispose of such ownership interest to a third party or parties, as set forth in the first paragraph of Article 14.2, is subject to the further condition that the other Party shall be given written notice thereof and shall have the further right of first refusal, to the same extent and by the same procedure described in the first paragraph of Article 14.2:

(a) if the Transferring Party shall undertake to consummate its proposed transaction at a time subsequent to 240 days following receipt of the written notice first referred to in the first paragraph of Article 14.2; or

(b) if the Transferring Party shall undertake to dispose of such ownership interest to a third party or parties other than those whose identity was disclosed in said notice; or

(c) if the Transferring Party shall undertake to dispose of such ownership interest upon different terms and conditions than were disclosed in said notice.

14.2.3. Non-applicability Of Certain Provisions

The provision of the foregoing Articles 14 2, 14 2 1, and 14 2 2 shall continue for the duration of this Agreement and shall be applicable to each and every occasion and whenever either Party desires to dispose of (whether by sale, conveyance, transfer, assignment, lease, or otherwise) all or any portion of its ownership interest in Trimble County Unit 1 to any third party or parties, provided, that such provisions shall not be applicable to, and each of the Parties hereby consents to, the following:

(a) the transfer, sale, or assignment to a financially responsible subsidiary, affiliate, or successor of Louisville; or

(b) the transfer, sale, or assignment by IMPA to a financially responsible successor agency or affiliate operating as a single entity; provided that if IMPA is dissolved or liquidated by operation of law or otherwise, and IMPA’s interest herein is not assumed by a financially responsible successor agency operating as a single entity, Louisville shall have the immediate option to purchase all of IMPA’s interest herein at

fair market value. For this purpose, fair market value shall be determined by an Independent appraiser selected jointly by the Parties; or

(c) the transfer, assignment, pledge, hypothecation, mortgage, or grant (by indenture of mortgage, deed of trust, or otherwise) by either Party of Its ownership Interest In Trimble County Unit 1, together with all or substantially all of Its other electric utility property, for the purpose of securing bonds or other obligations for borrowed money Issued or to be Issued by It, Including the effect of any after-acquired property clause of any such Indenture of mortgage, deed of trust, or other Instrument now existing or hereafter created by such Party, or the realization on or enforcement of such security or the exercise by the trustee or the mortgagee, or as the case may be, or the beneficiaries of such security of any of the rights, powers, or privileges provided for with respect. thereto; or

(d) the transferring by either Party to a third party of Its undivided ownership Interest In Trimble County Unit 1, together with all or substantially all of Its other electric utility property, whether by sale or pursuant to or as a result of a merger, consolidation, or corporate reorganization; or

(e) the transferring by Louisville of any interest In Trimble County Unit 1 which transfer would not reduce Louisville’s interest in Trimble County Unit 1 to a level below seventy-five (75) percent; or

(f) the transferring by Louisville of any interest in Trimble County Unit 1 to IMEA.

All transfers of interest set forth in this Article 14 shall be conditioned upon the transferee, by written agreement or by operation of law, assuming the obligations of this Agreement, and any amendments thereto, of the Party so transferring; except that transfer under (b) and (c) above shall not be subject to this condition prior to any exercise of ownership, control, or possession by the transferee over the interest transferred.

14.3. Transfer Of Associated Rights And Interests

No transfer (whether by sale, conveyance, assignment, lease, or otherwise) by IMPA of any interests under this Agreement shall be permitted, or shall become effective, unless the interest transferred includes a corresponding and equivalent transfer of IMPA’s associated rights and interests under this Agreement, including its rights and interests in Trimble County Unit 1, the Trimble County General Plant Facilities, and the Trimble County Site, and unless such transfer is made in full compliance with this Article 14.

ARTICLE 15.
RIGHT OF FIRST REFUSAL

If, at any time within the term of this Agreement, Louisville shall apply to the Kentucky Public Service Commission for a certificate of public convenience and

necessity for the Installation at the Trimble County Site of a coal-fired generating unit for use by Its system as a base load plant, IMPA shall have a right of first refusal to participate in the ownership of said unit by electing to own 12.88 percent of such unit on the terms set forth herein. In the event such a certificate is not legally required, Louisville shall use Its best efforts to give notice to IMPS equivalent In time and content to that which would be given where a certificate Is required. At least ninety days prior to applying for such certificate, Louisville shill provide written notice to IMPA of Its Intention to make such application, and shall provide IMPA with technical and economic Information available at that time which pertains to the planned unit, and the estimated cost thereof. IMPA shall have 180 days to elect to participate In such unit. IMPA’s right to participate in such unit shall lapse and expire unless IMPA provides written notice to Louisville of Its acceptance of such participation within 180 days after the date of Louisville’s earlier notice to IMPA. Within 180 days of Louisville’s receipt of IMPA’s notice of acceptance, the Parties shall negotiate in good faith and execute a separate contract Incorporating the terms and conditions of this Article 15, as well as other appropriate terms and conditions, covering the Installation and operation of such new unit.

Should IMPA elect to participate, It shall pay its pro rata share of all actual expenditures made for Construction Work In connection with such unit and shall make quarterly progress payments to Louisville as said expenditures are Incurred and billed by Louisville to IMPA. In addition to such actual expenditures, IMPA shall pay Louisville a general supervisory fee equal to two percent of such actual expenditures. IMPA’s participation In the unit shall be subject to all terms and conditions set forth In this Agreement unless waived In writing by Louisville, or otherwise mutually agreed by the Parties. Terms relating to Louisville’s operation and management of such unit may be set forth In an additional agreement between the Parties. Payment of the above amounts shall entitle IMPA, In addition to Its ownership Interest in such unit, to a license to use the Trimble County General Plant Facilities and the Trimble County Site as they pertain to such unit. Subject to IMPA’s right to elect to participate In 12.88 : percent of such unit, nothing herein shall prevent Louisville from selling, offering to sell, or contracting with any other Party, for an ownership or other Interest in or contractual entitlement from the remainder of such unit, or In the Trimble County General Plant Facilities or Trimble County Site as they pertain to such unit. The right of first refusal shall apply only to the next coal-fired generating unit built at the Trimble County Site for use as a base load plant, and shall not extend to any subsequently built unit IMPA accepts this right of first refusal acknowledging that IMEA has a similar right of first refusal In such unit In the event Louisville assigns or conveys Its right to develop such unit to an affiliate of Louisville or to a third party, such assignment or conveyance shall be subject to IMPA’s right of first refusal on the same terms and conditions as if Louisville were the developer.

If Louisville Is the developer of such unit, contracts for general construction of such unit (not Including design, architecture, and engineering services) will be awarded by Louisville pursuant to a bidding process arranged and implemented by Louisville. Louisville reserves the right to participate, for itself and for any affiliate of Louisville, as a bidder for the contractual services to be awarded. Louisville, In Its sole discretion, will

determine the winning bidder based on a “best bid’ approach considering price, quality, experience, and all other factors deemed relevant by Louisville.

ARTICLE 16.
ASSIGNMENT

16.1. Limitation Of Assignability.

This Agreement shall not be assignable by either Party without the written consent of the other Party, except that no such consent shall be required for IMPA to assign this Agreement (a) as an incident to the disposition of all of its ownership interest in accordance with Articles 14.2, 14.2.1, and 14.2.2 hereof, or (b) to the trustee for the tax-exempt revenue bonds issued by IMPA to pay the costs of the acquisition of IMPA’s ownership interest in Trimble County Unit 1 hereunder; and (c) each of the Parties hereby consents to the assignment of this Agreement as an incident to the disposition of a Party’s ownership interest, as permitted by Article 14.2.3.

16.2. Successors And Assigns.

This Agreement shall inure to the benefit of and be binding upon Louisville and IMPA and their respective successors. This Agreement shall inure to the benefit of and be binding upon the assigns of Louisville and IMPA when such assignment is made in accordance with the provisions of Article 16.1.

ARTICLE 17.
LIABILITY AND DEFAULT

17.1. Liability To Third Parties.

Notwithstanding any provision to the contrary In this Agreement, any liability or any payment, cost, expense, or obligation arising from a claim of liability (after application thereto of any Insurance coverage or proceeds) to a third party or parties against one or both of the Parties and arising from the acquisition, planning, engineering, design, licensing, procurement, construction, Installation, completion, operation, use, management, control, maintenance, replacement, alteration, modification, renewal, rebuilding or repair, retirement, disposal, or salvaging of Trimble County Unit 1 or any part thereof and the Trimble County General Plant Facilities and the Trimble County Site as they pertain to Trimble County Unit 1; or from any other action or failure to act by either Party (or Its employees, agents, or contractors) In carrying out any of the provisions of this Agreement in regard to Trimble County Unit 1 or any part thereof and the Trimble County General Plant Facilities and the Trimble County Site as they pertain to Trimble County Unit 1, shall be shared by the Parties in proportion to their respective percentage ownership interests in Trimble County 1 in all circumstances except where such liability or claim of liability Is the result of gross negligence or intentional wrongdoing on the part of Louisville or IMPA. If, by reason of any such liability or claim of liability (after application thereto of any Insurance coverage or proceeds) to a third party or parties, either Party shall be called upon to make any payment or to Incur any

cost, expense, or obligation In excess of that for which It Is responsible under the provisions of the preceding sentence, then the other Party shall reimburse the Party making such excess payment or Incurring any such excess cost, expense, or obligation to the full extent of the excess. Louisville shall be solely responsible for third party claims arising prior to Closing and shall fully indemnify IMPA against any such claim.

17.2. Liability Between The Parties.

Except as set forth In this Article 17.2, Louisville shall not be liable to IMPA for any loss, cost, damage, or expense Incurred by IMPA as a result of any action or failure to act, under any circumstances, by Louisville (or Its employees, agents, or contractors) In carrying out any of the provisions of this Agreement, except that Louisville will be liable to IMPA for (a) any such loss, cost, damage, or expense which is the result of gross negligence or intentional wrongdoing on the part of Louisville, and (b) any damage to IMPA caused by Louisville’s negligence, but only If such damage results from Louisville’s failure to follow Good Utility Practice in operating Trimble County Unit 1; provided, that no liability for failure to follow Good Utility Practice shall exceed, in any one contract year, five percent of the amount paid by IMPA pursuant to Articles 7.1.2, 7.1.3 and. 7.1.4 in that same contract year.

Notwithstanding any other provision of this Agreement, in no event, however, shall Louisville be liable to IMPA with respect to any claim, whether based on contract, tort (including negligence), patent, trademark or service mark, or otherwise, for any indirect, special, incidental, or consequential damages, including, but not limited to, loss of profits or revenues, loss of use of Trimble County Unit 1 or any part thereof and the Trimble County General Plant Facilities and the Trimble County Site as they pertain to Trimble County Unit 1, cost of capital, cost of purchased or replacement power, claims of the customers of IMPA for service interruptions.

In no event shall Louisville be excused from liability for its fraudulent acts.

17.3. Indemnification.

Subject to Article 17.2 hereof, each Party (“breaching Party~) hereby agrees to indemnify and hold the other Party (“non-breaching Party”) harmless from, against, and in respect of and shall on demand reimburse the non-breaching Party for:

(a) any and all loss, liability, or damage resulting from any untrue representation, breach of warranty, or non-fulfillment of any covenant or agreement by the breaching Party contained herein or In any certificate, document, or instrument delivered to the non-breaching Party hereunder and

(b) any and all loss suffered by the non-breaching Party due to the breaching Party’s failure to perform or satisfy any obligation assumed pursuant to this Agreement; and

(c) any and all loss resulting from actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

17.4. Nature And Survival Of Representations And Warranties.

Each representation, warranty, indemnity, covenant, and agreement made by the Parties in this Agreement or In any document, certificate, or other instrument delivered by or on behalf of the Parties pursuant to this Agreement or in connection herewith, shall survive the Closing.

17.5. Default.

17.5.1. Events of Default.

The following shall be Events of Default under this Agreement:

17.5.1.1. Failure To Make Payment.

Subject to Article 8.2 hereof, failure by either Party to make any payment to the other Party required under this Agreement within sixty (60) days after the date on which such payment becomes due, or failure by either Party to give any credit to the other Party required under this Agreement for a period of sixty (60) days after the date on which such credit becomes due, or failure by either Party to make payment for a period of sixty (60) days after the date on which such payment becomes due to any third party, when failure to do so could result in a lien on any of the property included under this Agreement or otherwise adversely affects the interests of the other Party; provided, however, that no Party shall be in default if the amount it owes hereunder can be, and is, offset in whole within sixty (60) days after the date on which such amount became due and payable, by the Party to whom that sum is owed under this Agreement.

17.5.1.2. Failure To Perform.

Failure by either Party to perform any material obligation, duty, or responsibility in accordance with the provisions of this Agreement.

17.5.2. Curing Default In Regard To Paying Money.

As to any default resulting from the failure to pay money, the defaulting Party may remedy its default (when its default is the failure to pay money) by paying to the non-defaulting Party on or before ninety (90) days from the date the payment becomes due:

(a) the sums due; and

(b) interest on the sums due at the Agreed Rate from the date due until paid; and

17.5.3. Curing Default For Other Than Failure To Pay Money

A Party in default for reasons other than the failure to pay money may cure such default by performing such act as is necessary to cure the default and by paying the non-defaulting Party on or before ninety (90) days from the date such default occurred, any sums due under Article 17.3 hereof.

17.5.4. Non-Applicability Of Cure Provisions

Articles 17.5.2 and 17.5.3 hereof shall not be applicable to any Event of Default relating to pre-Closing or Closing activities set forth in this Agreement. Cure periods under Articles 175.2 and 17.5.3 will not operate to extend the time specified in any other Article of this Agreement for the performance or occurrence of any act or event, unless otherwise specified.

17.5.5. Appointment Of A Receiver.

In the event the default continues for a period of 180 days, then the Non-Defaulting Party may have a receiver appointed by a state or federal court sitting in Louisville, Kentucky to take control of and operate the defaulting Party’s interest in the facilities and perform in accordance with the terms of this Agreement.

17.5.6. Additional Obligations.

With respect to any Party as to which an Event of Default has occurred, such Party shall use its best efforts to take any and all such further actions and shall execute and file where appropriate any and all such further legal documents and papers as may be reasonable under the circumstances in order to facilitate the carrying out of this Agreement or otherwise effectuate its purpose, including but not limited to action to seek any required governmental or regulatory approval and to obtain any other required consent, release, amendment, or other similar document.

17.5.7. Waivers

No waiver of any default or Event of Default hereunder shall extend to or affect any subsequent default or Event of Default or shall impair any rights or remedies consequent thereon. No delay or omission to exercise any remedy available upon any Event of Default shall impair any Party’s right to exercise such remedy or shall be construed to be a waiver thereof, but any such remedy may be exercised from time to time and as often as may be deemed expedient. In order to entitle each Party hereto to

exercise any remedy conferred upon or reserved by it in this Article 17, notice shall be provided in accordance with Article 21.2 hereof.

17.5.8. Legal And Other costs.

In the event that any Party (the “Defaulting Party’) defaults in its obligations under this Agreement and, as a result thereof, the other Party (the “Non-Defaulting Party’) seeks to legally enforce its rights hereunder against the Defaulting Party, then, in addition to all damages and other remedies to which the Non-Defaulting Party Is entitled by reason of such default, the Defaulting Party shall promptly pay to the Non-Defaulting Party an amount equal to all costs and expenses (including reasonable attorneys’ fees) paid or incurred by the Non-Defaulting Party in connection with such enforcement.

17.6. Force Majeure

In no event shall either Party be liable to the other Party for failure by such Party to perform any of its obligations under this Agreement because of Force Majeure. Nothing contained herein shall be construed to require a Party to settle any strike, lockout, work stoppage, or other industrial disturbance or dispute in which it may be involved or to take an appeal from any judicial, regulatory, or administrative action. Any Party rendered unable to fulfill any of its obligations under this Agreement by reason of Force Majeure shall exercise due diligence to remove such inability with all reasonable dispatch. In the event either Party is unable, in whole or in part, to perform any of its obligations by reason of Force Majeure, other than obligations to make payments hereunder, the obligations of the Party relying thereon, insofar as such obligations are affected by such Force Majeure, shall be suspended during the continuance thereof but no longer. The obligation of IMPA to make payments as set forth in Articles 7 and 8 shall be unconditional and absolute, and shall not be subject to reduction, setoff, or claim of Force Majeure. The Party invoking the Force Majeure shall specifically state the full particulars of the Force Majeure and the time and date when the Force Majeure occurred. Notices given by telephone under the provision of this Article shall be confirmed in writing as soon as reasonably possible. When the Force Majeure ceases, the Party relying thereon shall give immediate notice thereof to the other Party. This Agreement shall not be terminated by reason of Force Majeure but shall remain in full force and effect.

ARTICLE 18.
ADMINISTRATION

18.1. Coordination Committee.

From time to time various administrative, financial, 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 information. As a means of providing for such consultation, interchange, decision making, or ratification, a Coordination Committee is hereby established with functions as described in Article 18.4 below. However, such Committee shall not diminish in any manner the authority of

Louisville or the rights of IMPA as set forth in the various sections of this Agreement. The Coordination Committee shall have no authority to modify or amend the terms of this Agreement.

18.2. Membership.

The Coordination Committee shall have one member from each Party. Within 60 days after execution of this Agreement, each Party shall designate in writing its Representative and at least one alternate on the Coordination Committee and shall promptly give written notice thereof to the other Parties. Thereafter, each Party shall promptly give written notice to the other Party any change in the designation of its Representative on the Coordination Committee. The Chairman of the Coordination Committee shall be the Louisville Representative, who shall be responsible for calling meetings and establishing agenda Each Party, however, shall have the right to have an item included on the agenda. All actions taken by the Coordination Committee must be by majority vote, with each Party entitled to vote in shares equal to its ownership interest. The Coordination Committee may also act without a meeting by telephone conference or notational voting by correspondence. Majority vote shall not be required for either Party to invoke the procedure under Article 19.2 for handling disagreements.

18.3. Meetings.

The Coordination Committee shall meet annually on a date and at a location to be announced by the Chairman at least thirty (30) days in advance, or sooner with the consent of all members. Such other meetings as are reasonably required may be called by any member with as much advance notice as is practical. Meetings may be attended by other representatives of the Parties.

18.4. Functions

The Coordination Committee shall have the following functions:

(a) Provide liaison between the Parties at the management level and exchange Information with respect to significant matters of licensing, design, construction, operation, and maintenance of Trimble County Unit 1 and the Trimble County General Plant Facilities and the Trimble County Site as they pertain to Trimble County Unit 1.

(b) Appoint Ad Hoc Committees, the members of which need not be members of the Coordination Committee, as necessary to perform detailed work and conduct studies regarding matters requiring investigation.

(d) Provide liaison between the Parties with respect to the financial and accounting aspects of Incremental Capital Assets and operation of Trimble County Unit I and perform those functions set forth in Article 6.1 hereof.

(e) Provide a liaison between the Parties with respect to the financial and accounting aspects of the ownership of the property.

(f) Review and approve budgets for operation, maintenance, and Incremental Capital Assets, including retirement of facilities, which affect Trimble County Unit 1 and the Trimble County General Plant Facilities and the Trimble County Site as they pertain to Trimble County Unit 1.

(g) Perform such other duties as set forth pursuant to the other Articles of this Agreement.

18.5. Records

The Coordination Committee shall keep written records of all meetings.

18.6. Expenses.

Each Party shall be responsible for the personal expenses of its Representative and its other attendees. All other expenses incurred in connection with the performance by the Coordination Committee of its functions shall be allocated and paid as determined by the Coordination Committee.

18.7. Conduct

Members of the Coordination Committee shall use their reasonable best efforts to perform Committee functions by taking into account Good Utility Practice.

ARTICLE 19.
DISAGREEMENT

19.1. Consultation.

In accordance with the provisions of Article 18, the members of the Coordination Committee will consult in connection with any major matter arising under this Agreement.

19.2. Disagreement.

If any disagreement arises on major operation and maintenance matters pertaining to Trimble County Unit 1, major capital matters pertaining to Trimble County Unit 1, or major retirement matters, or other matters arising under this Agreement, pertaining to Trimble County Unit 1 (“Plant Subject?), such matters shall be discussed by the Coordination Committee and timely mutual agreement sought in regard thereto. If each of the members of the Coordination Committee agrees to the resolution of any Plant Subject, such agreement shall be reported in writing to and shall be binding upon the Parties—within the authority of the Coordination Committee as stated in Article 18. In the unlikely event that each of the members of the Coordination Committee is unable to

reach agreement within a reasonable time (giving due cognizance to the operating and maintenance schedules of Trimble County Unit 1 and all other pertinent circumstances) with respect to any Plant Subject under consideration, the President of Louisville or the President of IMPA can, by written notice to the members of the Coordination Committee, withdraw the matter from consideration by the Coordination Committee and submit the same for resolution to the President of Louisville and the President of IMPA. If these senior representatives of the Parties agree to a resolution of the matter, such agreement shall be reported in writing to and shall be binding upon the Parties; but if said senior representatives fail to resolve the matter within seven days after its submission to them, then the matter may proceed to arbitration as provided in Article 19.3.

19.2.1. Arbitration.

If a disagreement should arise with respect to any Plant Subject which is not resolved by the Coordination Committee or the senior representatives of the Parties as provided in Article 19.2 or any other disagreement concerning this Agreement, then such disagreement may be settled by an Arbitration Board, (or by such other form of dispute resolution as agreed upon by the Parties) which shall consist of three arbitrators as hereinafter provided, in accordance with the provision of this Article 19.3. If, after the procedure for resolving such disagreement by the Coordination Committee or the senior representatives of the Parties as provided Ii Article 19.2 has been exhausted, either Party desires that such disagreement shall be settled by arbitration, it shall serve written notice upon the other Party setting forth in detail such disagreement with respect to which arbitration is desired. Such disagreement shall be settled by arbitration if, after receipt of such written notice, both of the Parties shall agree in writing that such disagreement shall be settled by arbitration.

Within a period of thirty (30) days from the date of such agreement in writing to settle such disagreement by arbitration, each Party shall select one arbitrator. Within a period of sixty (60) days from the date of such agreement in writing to settle such disagreement by arbitration, the two arbitrators so selected shall meet and select one additional arbitrator. If either or both of the two arbitrators to be selected by the Parties, as herein provided, are not so selected within the specified 30 day period, or if the two arbitrators selected by the Parties shall fail to agree upon the selection of the additional arbitrator within the specified 60 day period, either Party may, upon written notice to the other Party, apply to the American Arbitration Association for the appointment of the arbitrator or arbitrators who have not been so selected and such Association shall thereupon be empowered to select such arbitrator or arbitrators.

The arbitration proceedings shall be conducted in Louisville, Kentucky unless otherwise mutually agreed. The Arbitration Board shall afford adequate opportunity to both of the Parties to present information with respect to the disagreement submitted to arbitration and may request further information from either Party. Except as provided in the preceding sentence, the Parties may, by mutual agreement, specify the rules which are to govern any proceeding before the Arbitration Board and limit the matters to be considered by the Arbitration Board, in which event the Arbitration Board shall be

governed by the terms and conditions of such agreement. In the absence of any such agreement respecting the rules which are to govern any proceeding, the then current rules of the American Arbitration Association for the conduct of commercial arbitration shall govern the proceedings, except that if such rules shall conflict with the then current provisions of the laws of Kentucky relating to arbitration, such conflict shall be governed by the then current provisions of the laws of Kentucky relating to arbitration.

Procedural matters pertaining to the conduct of the arbitration and the award of the Arbitration Board shall be made upon a determination of a majority of the arbitrators. The Parties shall, however, be entitled to all discovery provided for by the Kentucky Rules of Civil Procedure. The findings and award of the Arbitration Board, so made upon a determination of a majority of the arbitrators, shall be final and conclusive with respect to the disagreement submitted for arbitration and shall be binding upon the Parties, except as otherwise provided by law. Each Party shall pay the fee and expenses of the arbitrator selected by or for it, together with the costs and expenses incurred by it in the preparation of its case to the arbitrators. The fee and expenses of the third arbitrator selected in accordance with this Article 19.3 shall be assigned in equal parts to the Parties, and each Party shall assume and pay the portion of such fee and costs so assigned to it Judgment upon the award may be entered in any court having jurisdiction In the event the Parties do not agree to arbitrate, each shall have the right to take appropriate judicial action. 19 4 Obligations To Make Payments

If a disagreement should arise from any Plant Subject which is not resolved by the Coordination Committee or the senior representatives of the Parties as provided in Article 19.2, then, pending the resolution of the disagreement by arbitration and/or litigation, Louisville shall continue to operate Trimble County Unit 1 and make necessary Incremental Capital Assets in a manner consistent with this Agreement, and IMPA shall continue to make all payments required in accordance with the applicable provisions of this Agreement.

ARTICLE 20.
REMEDIES

20.1. All Remedies . Setoff.

In the event either Party (the “Defaulting Party’) fails to pay when due any amount owing by it to the other Party (the “Non-Defaulting Party”) under this Agreement or the Interconnection Agreement or fails to perform or observe any covenant, condition, or agreement to be performed or observed under this Agreement or the Interconnection Agreement, the Non. Defaulting Party shall have available to it all remedies, legal and equitable, including, without limitation those available in order to enforce payment of any such amount or performance or observance of any such covenant, condition, or agreement, subject to the defaulting Party’s rights to cure default under Article 17.5. All overdue payments shall bear interest at the Agreed Rate. Further, the Non-Defaulting Party shall have the right to setoff against any amount owed to it by the Defaulting Party the amount of any payment which such Party has failed to pay when due under this

Agreement or the Interconnection Agreement. In addition, the Non-Defaulting Party shall have the other rights and remedies available to it under this Article 20.

20.2. Injunctive Relief.

The Parties hereto agree and acknowledge that the failure to perform any of their obligations under this Agreement, including the execution of legal documents which may be reasonably requested as set forth in this Article, would cause irreparable injury to the other Party and that the remedy at law for any violation or threatened violation thereof would be inadequate, and agree that the other Party shall be entitled to a temporary or permanent injunction or other equitable relief specifically to enforce such obligation without the necessity of proving the inadequacy of its legal remedies.

20.3. No Remedy Exclusive.

No remedy conferred upon or reserved to the Parties hereto in this Agreement is intended to be exclusive of any other remedy or remedies available hereunder or now or hereafter existing at law, in equity, or by statute or otherwise, but each and every such remedy shall be cumulative and shall be in addition to every other such remedy. The pursuit by any Party of any specific remedy shall not be deemed to be an election of that remedy to the exclusion of any other or others, whether provided hereunder or by law, equity, or statute.

20.4. Failure To Participate In Incremental Capital Assets.

If IMPA fails to make any payment of its share of the cost of Incremental Capital Assets after the Closing, Louisville shall have the right, at its election, to give written notice of such failure to IMPA. If such overdue payment and all other overdue payments~ if any, of IMPA’s share of the cost of the Incremental Capital Assets after the Closing, together with interest on such overdue payment or payments, are not paid within ninety (90) days after the giving of the written notice first referred to in this paragraph, then (a) IMPA’s rights to make any further payments of its share of the cost of the Incremental Capital Asset shall thereupon terminate, and (b) the respective percentage ownership interests in Trimble County Unit 1 shall be adjusted in accordance with the following formula:

ADD = ALGE*IPCT/(IMPA+ALGE) .

where:

ADD =		Additional percentage ownership interest accruing to Louisville as a result of making its additional investment to complete construction of Incremental Capital Assets (there shall be a corresponding reduction in the percentage ownership interest of IMPA in Trimble County Unit 1 and the Trimble County Site).

IMPA =		Investment made by IMPA for its respective percentage ownership

		interest in Trimble County Unit 1, the Trimble County Site and its nonexclusive license with respect to the Trimble County General Plant Facilities to the time of the written notice first referred to in this Article 20.4.

ALGE =		Additional Investment made by Louisville to complete construction of Incremental Capital Assets as aforesaid.

IPCT =		IMPA’s percentage ownership interest in Trimble County Unit 1 at the time of the written notice first referred to in this Article 20.4.

ARTICLE 21.
MISCELLANEOUS

21.1. Governing Law.

The validity, interpretation, and performance of this Agreement and each of its provisions shall be governed by the laws of the Commonwealth of Kentucky, except that the power and authority of IMPA to enter into this Agreement shall be governed by the laws of the State of Indiana.

21.2. Notice To Parties.

Unless otherwise specifically provided by other provisions of this Agreement, any notice, consent, or other communication required to be made under this Agreement shall be addressed to or made by such officer, agent, representative, or employee of each Party as such Party may, from time to time, designate in writing, provided that any written notice required to be made pursuant to Articles 14, 18, and 19.3 hereof shall be delivered in person, by prepaid telegram, or by registered or certified mail, to the named officer of the Party at the address listed below; provided, that either Party may, from time to time, change such designated officer or the address thereof by giving written notice of such change to the other Party. Any requirement for notice in writing may be met by telex, telecopy, or other electronic means of communicating written or printed material, if promptly confirmed in writing.

TO Louisville:

President

Louisville Gas and Electric Company

220 West Main Street (40202)

Post Office Box 32010

Louisville, Kentucky 40232

TO IMPA:

General Manager

Indiana Municipal Power Agency

11610 North College Avenue

Carmel, Indiana 46032

21.3. Article Headings Not To Affect Meaning.

The descriptive headings of the various Articles of this Agreement have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions hereof.

21.4. Counterparts.

This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

21.5. Time.

Louisville and IMPA agree that time is of the essence in this Agreement.

21.6. Severability.

In the event that any provision of this Agreement, or the application of any such provision to any person or circumstance, shall be held invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby.

21.7. Integration.

The terms and provisions contained in this Agreement and the Interconnection Agreement constitute the entire agreement between Louisville and IMPA in regard to the respective matters of said Agreement, and shall supersede all previous communications, representations, or agreements, either oral or written, between Louisville and IMPA with respect to the respective subject matters of said Agreements.

21.8. 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 this period so computed shall be included, unless it is a Saturday, Sunday, or legal holiday in Kentucky, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, nor legal holiday.

21.9. Waiver.

Any waiver at any time, by either Party, of its rights with respect to the other Party, or with respect to any other matter arising in connection with this Agreement, shall not be considered a waiver with respect to any subsequent default or matter.

21.10. Equal Opportunity Clause.

During the performance of those parts of this Agreement relating to the construction by a Party of any Incremental Capital Assets, such Party agrees as follows:

(a) Such Party will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Such Party will take affirmative action to insure that applicants 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 advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Such Party agrees to post, in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause;

(b) Such Party will, in all solicitations or advertisements for employees place by or on behalf of such Party, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin;

(c) Such Party will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided, advising the said labor union or workers’ representative, of such Party’s commitments under this Article 21.10, and shall post copies of the notice In conspicuous places, available to employees and applicants for employment;

(d) Such Party will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor

(e) Such Party will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the administering agency and the Secretary of Labor, for purposes of investigation, to ascertain compliance with such rules, regulations, and orders;

(f) In the event of such Party’s noncompliance with the none discrimination clauses of this Agreement, or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended, in whole or in part, and such Party may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in said Executive Order or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law

(g) Such Party will includes the words “During the performance of this contract, the contractor agrees as follows:” followed by the provisions of sections (a) through (I) of this Article 21.10 in every subcontract or purchase order, unless exempted by rules, regulations, or orders or the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Such Party will take such action with respect with any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event such Party becomes involved in, or is threatened with, litigation by a subcontractor or vendor as a result of such direction by the administering agency, such Party may request the United States to enter into such litigation to protect the interests of the United States;

(h) For purposes of this Agreement, the term “this Agreement,’ as used in this Article 21.10 shall mean those parts of this Agreement relating to the construction by such Party of any additions, betterments, or improvements to the property. Nothing in this Article 21.10 shall be construed to prevent such Party from resisting, challenging, contesting, or appealing any law, statute, regulation, or decision of any federal, state, or local government or agency which such Party claims to be in invalid, unlawful, arbitrary, or capricious.

21.11. Non-Segregated Facilities.

Each Party certifies further that It will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it will not permit its employees to perform their services at any location, under its control, where segregated facilities are maintained. Each Party agrees that a breach of this certification is a violation of the Equal Opportunity Clause in this Agreement. As used in this certification, the term “segregated facilities’ means any waiting rooms, work areas, rest rooms and washrooms, restaurants, and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, or housing facilities provided for employees which are segregated by explicit directive or are, in fact, segregated on the basis of race, color, religion, or national origin, because of habit, local custom, or otherwise. Each Party agrees that (except where it has obtained identical certifications from proposed subcontractors 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 certifications in its files.

Nothing in this Article 21.11 shall be construed to prevent any Party from resisting, challenging, contesting, or appealing any law, statue, regulations, or decision of any federal, state, or local government or agency which the Party claims to be invalid, unlawful, arbitrary, or capricious.

21.12. Condemnation.

In the event any portion of Trimble County Unit 1, or any portion of the Trimble County Site or the Trimble County General Plant Facilities as they pertain to the Parties’ use of Trimble County Unit 1, shall be condemned and taken by exercise of any right of eminent domain or for public or quasi-public use, and the Parties hereto are able to continue their use and operation of the remaining portion thereof, this Agreement shall not terminate. The proceeds of any payment of any award or compensation arising from such condemnation (net of any unrecovered expenses of any nature incurred by the Parties with respect thereto, which expenses shall be fully reimbursed to the Party or Parties incurring such expenses) shall be apportioned between the Owners on the basis of their respective ownership interests in Trimble County Unit 1. In the event that all of Trimble County Unit 1, or all of the Trimble County Site, and the Trimble County General Plant Facilities as they pertain to the Parties’ use of Trimble County Unit 1, shall be condemned and taken by exercise of any right of eminent domain or for public or quasi-public use, this Agreement shall terminate as of the date of said taking and the proceeds of any award or compensation arising from such condemnation (net of any unrecovered expenses of any nature incurred by the Owners with respect thereto, which expenses shall be fully reimbursed to the Owner or Owners incurring such expenses) shall be apportioned between the Owners on the basis of their respective ownership interests in Trimble County Unit 1.

ARTICLE 22.
TERM AND TERMINATION

22.1. Termination.

This Agreement shall terminate at such time as those activities which are necessary to retire Trimble County Unit 1 from service have been completed. Retirement from service shall include, without limitation: dismantling, demolishing, and removal of equipment, facilities, and structures; security; maintenance; disposing of debris; and any site work necessary to lawfully and responsibly effect such retirement. Termination of this Agreement, however, shall not terminate or affect, as between the Parties, the continued liability, if any, of the Parties for environmental considerations or other obligations imposed by law. •

22.2. Retirement Of Property.

The Coordination Committee shall have authority in decisions regarding the retirement from service of any and all property included in Trimble County Unit 1 and Trimble County General Plant Facilities which, in the Coordination Committee’s judgment, is damaged, worn out, uneconomic, unreliable, obsolescent, or otherwise unfit for use. However, Trimble County Unit 1 shall not be retired from service as a generating unit without the written consent of IMPA prior to the earlier of:

(a) the expiration of 35 years following the Commercial Operation Date of Trimble County Unit 1; or

(b) the final maturity date of the project revenue bonds originally issued by IMPA to finance its initial ownership interest in Thimble County Unit 1, or the final maturity date of any bonds issued by IMPA to refund such originally issued bonds.

After the expiration of the applicable period in the preceding sentence, subject to the rights of any other Owner of Trimble County Unit 1, the Coordination Committee shall have the right to retire Trimble County Unit 1 from service as a generating unit at any time. Notwithstanding the above, in the event the Coordination Committee approves a major life extension or the installation of Incremental Capital Assets, either of which costs in excess of twenty-five percent of the original construction cost of the Trimble County Plant, and IMPA issues improvement or other bonds to finance such improvements, Louisville agrees, subject to the interests of any co-owners of Trimble County Unit 1, not to retire such unit prior to the expiration of 75 percent of the remaining useful life of such unit as determined by a qualified engineering consultant selected by the Coordination Committee.

22.3. Retirement Costs.

All costs (less salvage credits, if any) associated with retirement of Trimble County Unit 1 and the Trimble County General Plant Facilities and the Trimble County Site as they pertain to Trimble County Unit 1, including, without limitation: dismantling, demolishing, and removal of equipment, facilities, and structures; security; maintenance; disposing of debris; and any site work necessary to lawfully and responsibly effect such retirement, shall be shared by the Owners in proportion to their respective percentage ownership interests in Trimble County Unit 1. Payments for these costs (less salvage credits, if any) as they are expected to be incurred, shall be made In accordance with the provisions of Article 8. If such salvage credits exceed such costs, the difference shall be shared by the Owners in proportion to their respective percentage ownership Interests in Trimble County Unit 1.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed.

		LOUISVILLE GAS AND ELECTRIC COMPANY

Attest:		By:
	Secretary		Chris Hermann,
			Vice President and General Manager,
			Wholesale Electric Business


		INDIANA MUNICIPAL POWER AGENCY
Attest:		By:
	Dwight D. Langer		Frank Rudolph,
	Secretary		Chairman

APPENDICES

Appendices to the Participation Agreement

Appendix A.	Bill of Sale

Appendix B.	Trimble County Unit No. 1 List

Appendix C.	License Agreement and Trimble County General Plant Facility List

Appendix D.	Known Defects at Closing

Appendix E.	General Warranty Deed

Appendix F.	Easement: Louisville to IMPA

Appendix G.	Easement: IMPA to Louisville

APPENDIX A

BILL OF SALE

LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation, 220 West Main Street, P.O. Box 32010, Louisville, Kentucky 40232 (“Seller”) and INDIANA MUNICIPAL POWER AGENCY, a body corporate and politic and a political subdivision of the State of Indiana, 11610 North College Avenue, Carmel, Indiana 46032 (“Buyer”) for value received and in accordance with the covenants and conditions set forth in the Participation Agreement by and between Seller and Buyer, dated February 1, 1993, and incorporated by reference herein (“Agreement”) , and as part of the consideration for the performance of the Agreement, Seller hereby grants, bargains, transfers, sells and delivers unto Buyer, all of Seller’s right, title and interest in a l2.88~ undivided interest as a tenant in common in Trimble County Unit 1, as defined in the Agreement and as more particularly described in Appendix B to the Agreement, and pursuant to the terms of the Agreement.

Seller hereby represents, warrants and covenants, subject to any rights Illinois Municipal Electric Agency may have as an owner of a l2.l2% undivided ownership interest as tenant in common to the property transferred hereunder, that Seller is the owner of the property described in this Bill of Sale, and has full right, power and authority to sell and transfer the same.

IN WITNESS WHEREOF, the undersigned have executed this Bill of Sale by their duly authorized officers this 1st day of February, 1993.

	SELLER:

	LOUISVILLE GAS AND ELECTRIC COMPANY

Attest:	By:
		Chris Hermann,
		Vice President and General
		Manager, Wholesale Electric
		Business

	BUYER:

	INDIANA MUNICIPAL POWER AGENCY

Attest:	By:
		Frank R. Rudolph, Chairman

APPENDIX B
Trimble County Unit 1

STRUCTURES

A.	Unit Structure

	1.	Concrete
		a.	Base Pad Foundation
		b.	Base Pad Finish Floor
		c.	Elevated Floors
		d.	Equipment Foundations

	2.	Steel Structures
		a.	Boiler and Air Preheater Room Steel
		b.	Turbine Room Steel
		c.	Stairways
		d.	Equipment Platforms

	3.	Enclosures
		a.	Partial Insulated Multi-Layer Metal Siding
		b.	Partial Uninsulated Metal Siding
		c.	Concrete & Built-Up Roof

B.	Draft Equipment

	1.	Concrete
		a.	Equipment Foundations

C.	Boiler Feed and Service Water Equipment

	1.	Concrete
		a.	Equipment Foundations

D.	Coal Mills

	1.	Concrete
		a.	Equipment Foundations

E.	Electrostatic Precipitator

	1.	Concrete
		a.	Foundations
		b.	Base Slab

	2.	Steel Structures

		a.	Columns & Girders
		b.	Stairways

	3.	Enclosures
		a.	Metal Siding
		b.	ESP End Walls

F.	Sulphur Dioxide Removal System

	1.	Concrete
		a.	Foundations
		b.	Base Slab
		c.	Equipment Foundations

	2.	Steel Structures
		a.	Columns & Girders
		b.	Stairways

	3.	Enclosures
		a.	Insulated Metal Siding
		b.	Concrete & Built-Up Roof

G.	Bottom Ash Handling

	1.	Concrete

		a.	Equipment Foundations

H.	Turbine Generator

	1.	Concrete
		a.	Equipment Foundations

I.	Boiler

	1.	Steel Structures
		a.	Support Steel

EQUIPMENT AND SYSTEM COMPONENTS

A.	Unit Structure

	1.	Masonry Blockwork
	2.	HVAC
	3.	Roof Drains
	4.	Passenger Elevator
	S.	Conduit & Cable Tray
	6.	Lighting
	7.	6900 Volt Equipment
	8	480 Volt Equipment
	9.	208/110 Volt Equipment
	10.	Control & Logic Room
	11.	Batteries & Chargers
	12.	Uninterruptible Power Supply
	13.	Station Fuel Oil Piping
	14.	Ignition Oil Piping
	15.	Main Steam Piping
	16.	Hot & Cold Reheat Piping
	17.	Condensate Piping
	18.	Gland Seal Piping
	19.	Attemperator Piping
	20.	Boiler Feed Suction Piping
	21.	Extraction Steam Piping
	22.	Auxiliary Cooling Piping
	23.	Closed Cooling Piping
	24.	Compressor and Instrument Air Piping
	25.	House Air Piping
	26.	Condensate Makeup Piping
	27.	Fire Protection
	28.	Turbine Room Gantry and House Cranes
	29.	Coal Silos

B.	Draft Equipment

	1.	Inducted Draft Fans
	2.	Forced Draft Fans
	3	Primary Air Fans
	4	Air & Gas Ducts
	5	Air Heater

C.	Boiler Feed and Service Water Equipment

	1	Motor Driven Feed Pumps
	2	Turbine Driven Feed Pumps
	3.	Feedwater Heaters
	4.	Cooling Pumps

D.	Coal Mills

	1.	Coal Mills
	2.	Feeders

E.	Electrostatic Precipitator

	1.	Precipitator
		a.	Elements
		b.	Hoppers
		c.	Vibrations

	2.	HVAC
	3.	Fire Protection Equipment
	4.	Insulation
	5.	480 Volt Equipment
	6.	208/110 Volt Equipment
	7.	Conduit & Cable Tray
	8.	Lighting
	9.	Communications
	10.	Control Building
	11.	Piping Systems

F.	Sulphur Dioxide Removal System

	1.	Inlet & Outlet Ducts
	2.	Absorber
	3.	Demister Wash Equipment
	4.	Seal Water Tank
	5.	Control Building
	6.	Electrical Building
	7.	Horizontal Pumps
	8.	Seal Air Fans
	9.	Air Compressors
	10.	Heat Exchangers
	11.	Cranes & Hoists
	12.	Piping Systems
	13.	6900 Volt Equipment
	14.	480 Volt Equipment
	15.	208/110 Volt Equipment
	16.	Lighting
	17.	Communications

	18.	Multiplex System

G.	Bottom Ash Handling

	1.	Hoppers
	2.	Ash Sluicing Equipment
	3.	Piping System
	4.	Bottom Ash Equipment

H.	Turbine Generator

	1.	Turbine Generator
	2.	Piping Systems
	3.	Seal Oil Unit
	4.	Hydrogen Coolers
	S.	Turbine Oil System
	6.	Electro Hydraulic Control
	7.	Multiplex System
	8.	Isolated Phase Bus

I.	Boiler

	1.	Boiler *
	2.	Economizer
	3.	Superheat/Reheat Panels
	4.	Water Walls
	5.	Heater Drains & Vents
	6.	Sootblowers
	7.	Burners

APPENDIX C

LICENSE AGREEMENT

THIS AGREEMENT made and entered into as of this 1st day of February, 1993, by and between LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation, having its principal office at 220 West Main Street, P.O. Box 32010, Louisville, Kentucky 40202, (“Louisville or Licensor”) and Indiana Municipal Power Agency, a body corporate and politic and a political subdivision of the State of Indiana, having its principal offices at 11610 North College Avenue, Cannel, Indiana 46032 (“IMPA or Licensee~)

WITNESSETH:

WHEREAS Louisville is the owner of the Trimble County Plant which includes Trimble County Unit 1, the Trimble County General Plant Facilities and the Trimble County Site; and

WHEREAS Illinois Municipal Electric Agency (“IMEA”) owns an undivided 12.12 percent interest in Trimble County Unit 1; and

WHEREAS pursuant to the Participation Agreement dated February 1, 1993, by and between Louisville and IMPA (the “Participation Agreement”), the terms of which are incorporated by reference herein, Louisville has sold to IMPA, and IMPA has purchased from Luisville a 12.88% undivided ownership interest in Trimble County Unit 1 as tenants in common; and

WHEREAS IMPA desires to obtain a nonexclusive license to use the Trimble County General Plant Facilities on the Trimble County Site in a manner consistent with IMPA’s ownership interest and so long as it may hold its interest in Trimble County Unit 1.

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. DEFINITIONS:

The terms Trimble County Unit 1, Trimble County General Plant Facilities, Trimble County Site and Trimble County Plant as used herein shall be defined as set forth in the Participation Agreement.

2. GRANT:

Upon the terms, payments and conditions set forth in the Participation Agreement, incorporated herein by reference, Louisville hereby grants to IMPA a nonexclusive license to use the Trimble County General Plant Facilities to the extent necessary for efficient and full use by IMPA of its proportional ownership interest in Trimble County Unit 1. Louisville shall retain full ownership of the Trimble County General Plant Facilities.

3. USE

a) IMPA covenants that its use of the Trimble County General Plant Facilities pursuant to the license granted herein will be consistent with the Participation Agreement and otherwise in full compliance with all applicable laws, ordinances, statutes, codes, easements and restrictions.

b) IMPA acknowledges that this nonexclusive license shall in no way restrict or prohibit Louisville from constructing additional units or facilities or expanding present units or facilities in a manner consistent with the Participation Agreement.

4. DURATION AND TERMINATION

Unless otherwise terminated by mutual agreement of the parties, this Agreement and the license granted herein shall continue in full force and effect until the expiration or termination of the Participation Agreement.

5. NOTICES

All notices, requests and demands and other communications given or made in connection with this Agreement, shall be given or made pursuant to and, in accordance with, the Participation Agreement.

6. CONSTRUCTION AND ASSIGNMENT

a) This Agreement shall be binding on and inure to the benefit of the Licensor, its legal representatives, successors, heirs and assigns.

b) This Agreement shall be binding on and inure to the benefit of the Licensee, but shall not be transferable or assignable by the Licensee except as permitted by and consistent with the Participation Agreement.

c) This Agreement shall be deemed to be a contract made under the laws of the Commonwealth of Kentucky, and shall be construed and interpreted according to the laws of said state.

7. MODIFICATION:

This Agreement and the Participation Agreement embody all the understandings and obligations between the parties with respect to the subject matter hereof. No amendment or modification of this Agreement shall be valid or binding upon the parties unless made in writing and signed on behalf of each of the parties by their respective proper officers, duly authorized.

IN WITNESS WHEREOF, the parties caused this Agreement to be executed as of the date first written above.

	LOUISVILLE GAS AND ELECTRIC COMPANY

	By:
				Chris
				Vice President and General Manager,
				Wholesale Electric Business


	INDIANA MUNICIPAL POWER AGENCY

	By
				Frank R. Rudolph,
				Chairman

List of Trimble County General Plant Facilities

STRUCTURES

A.	Service Building
	1.	Concrete
		a.	Foundations
		b.	Base Slab
		c.	Elevated Floors
		d.	Unloading Ramps
	2.	Steel Structures
		a.	Columns & Girders
	3.	Enclosures
		a.	Insulated Metal Siding
		b.	Glass Curtain Wall
		c.	Concrete & Built-Up Roof

B.	As Fired Sample House
	1.	Concrete
		a.	Foundations
		b.	Base Slab
		c.	Elevated Floors

	2.	Steel Structures
		a.	Columns & Girders
		b.	Stairways
		c.	Grating
	3.	Enclosures
		a.	Insulated Metal Siding
		b.	Concrete & Built-Up Roofing

C.	Screenwell
	1.	Piles
		a.	Sheet Piles
		b.	H-Piles
	2.	Concrete
		a.	Walls
		b.	Elevated Floors
	3.	Steel Structures
		a.	Columns & Girders
		b.	Miscellaneous Platforms
	4.	Enclosures
		a.	Insulate Metal Siding
		b.	Concrete & Built-Up Roof

D.	Stack
	1.	Concrete

		a.	Foundations
		b.	Base Slab
		c.	Concrete Shell & Liner

E.	Coal Handling

Barge Unloader
	1.	Piles
		a.	Sheet Piles
		b.	H-Piles

	2.	Steel Structures
		a.	Columns & Girders
		b.	Stairways

Transfer House

	1.	Concrete
		a.	Foundations
		b.	Base Slab

	2.	Steel Structures

		a.	Columns & Girders

	3.	Enclosures
		a.	Uninsulated Metal Siding
		b.	Concrete & Built-Up

As Delivered Sample House

	1.	Concrete
		a.	Foundations
		b.	Base Slab
		c.	Elevated Floors
		d.	Equipment Foundations

	2.	Steel Structures
		a.	Columns & Girders

	3.	Enclosures
		a.	Uninsulated Metal Siding
		b.	Concrete & Built-Up Roofing

	Coal Dock Electrical Service Building

	1.	Concrete

		a.	Foundations
		b.	Base Slab

	2.	Steel Structures
		a.	Pre-Engineered Building

Radial Stacker

	1.	Concrete
		a.	Base Slab Rail

Reclaim Hopper & Tunnel

	1.	Concrete
		a.	Foundations
		b.	Base Slab
		c.	Wails
		d.	Elevated Slab
		e.	Access Stairway

Crusher House

	1.	Concrete
		a.	Foundations
		b.	Base Slab
		c.	Elevated Floors
		d.	Equipment Foundations

	2.	Steel Structures
		a.	Columns & Girders K Stairways

	3.	Enclosures
		a.	Uninsulated Metal Siding Crusher House Electrical Building

	1.	Concrete
		a.	Foundations
		b.	Base Slab

	2.	Steel Structures
		a.	Pre-Engineered Building

Coal Maintenance Building

	1.	Concrete
		a.	Foundations

		b.	Base Slab

	2.	Steel Structures
		a.	Pre-Engineered Building

Conveyors A, B, C, D, E, & S

	1.	Piles
		a.	Bearing Piles

	2.	Concrete
		a.	Foundations

	3.	Steel Structures
		a.	Steel Trusses
		b.	Conveyor Bents
		C.	Stairways

	4.	Enclosures
		a.	Conveyor Uninsulated Metal Siding

Conveyors Fl, F2, Gi, and G2

	1.	Concrete
		a.	Foundations

	2.	Steel Structures
		a.	Steel Trusses
		b.	Conveyor Bents
		c.	Stairways
		d.	Gallery Steel Enclosure

	3.	Enclosures
		a.	Gallery Uninsulated Metal Siding

F.	Reactant Handling Barge Unloader

	1. Piles
		a.	Sheet Piles
		b.	H-Piles

	2.	Steel Structures
		a.	Columns & Girders
		b.	Stairways

	3.	Enclosures

		a.	Uninsulated Metal Siding

Transfer House

	1. Concrete
		a.	Foundations
		b.	Base Slab
		c.	Elevated Floors

	2.	Steel Structures
		a.	Columns & Girders

	3.	Enclosures
		a.	Insulated Metal Siding

Live Action Pile Enclosure

	1.	Concrete
		a.	Foundations
		b.	Base Slab - Rail

	2.	Steel Structures
		a.	A-Frame Structural Steel

	3.	Enclosures
		a.	Uninsulated Metal Siding

Dead Storage Pile

	1.	Concrete
		a.	Foundations
		b.	Base Slabs
		c.	Walls
		d.	Elevated Slab
		e.	Access Stairway

Conveyors A, B, and C

	1.	Concrete
		a.	Foundations

	2.	Steel Structures
		a.	Steel Trusses
		b.	Conveyor Bents
		c.	Stairways

Reactant Prep. Building

	1.	Concrete
		a.	Foundations
		b.	Base Slab
		c.	Elevated Floors
		d.	Equipment Foundations

	2.	Steel Structures
		a.	Columns & Girders
		b.	Stairways

	3.	Enclosures
		a.	Insulated Metal Siding
		b.	Concrete & Built-Up Roofing

Reactant Live Storage Tanks

	1.	Concrete
		a.	Foundations

	2.	Steel Structures
		a.	Carbon Steel Tanks

G.	Water Treatment Building
	1.	Concrete
		a.	Foundations
		b.	Base Slabs
		c.	Walls
		d.	Equipment Foundations

	2.	Steel Structures
		a.	Columns & Girders
		b.	Stairways
		c.	Equipment Platforms

	3.	Enclosures
		a.	Insulated Metal Siding

H.	Cooling Tower

	1. Concrete
		a.	Foundations
		b.	Base Slabs
		c.	Poured Hyperbolic Natural Draft Tows

I.	Station Auxiliary

1. Concrete

	a.	Equipment Foundations

EQUIPMENT AND SYSTEM COMPONENTS

A.	Service Building

	1.	Masonry Blockwork
	2.	Fire Protection Equipment
	3.	Restrooms, Lockers, and Showers
	4.	HVAC
	5.	Roof Drains and Plumbing
	6.	Lighting
	7.	Communications
	8.	Office, Lab, and Kitchen Equipment
	9.	Maintenance Shop Equipment
	10.	Material Storage Bins and Shelves
	11.	Freight Elevator
	12.	Passenger Elevator

B.	As Fired Sample House

	1.	HVAC
	2.	Building Drains
	3.	Fire Protection
	4.	Lighting
	5.	Communications
	6.	Coal Silos
	7.	Piping Systems

C.	Screenwell

	1.	Masonry Blockwork
	2.	Multiplex System
	3.	HVAC
	4.	Horizontal Pumps
	5.	Vertical Pumps
	6.	Traveling Water Screens
	7.	Stop Log Gates and Screens
	8.	Bridge Crane
	9.	Strainers
	10.	480 Volt Equipment

	11.	208/110 Volt Equipment
	12.	Conduit and Cable Tray
	13.	Lighting
	14.	Communications
	15.	Multiplex System
	16.	Roof Drains and Plumbing

D.	Stack

	1.	Communications

E.	Coal Handling

	1.	Coal Barge Unloader
	2.	Conduit and Cable Tray
	3.	Lighting
	4.	Communications

Transfer House

	1.	Barge Unloader Bin
	2.	Feeders and Chutes
	3.	Dust Collection/Suppression Equipment
	4.	Sprinkler System
	5.	Monorail and Trolley Hoist
	6.	Conduit and Cable Tray
	7.	Lighting
	8.	Communications

As Delivered Sample House

	1.	Feeders and Chutes
	2.	Dust Collection/Suppression Equipment
	3.	As Delivered Sampling System
	4.	Sprinkler System
	5.	Control Room - Static Wall Siding
	6.	Fire Protection System
	7.	Conduit and Cable Tray
	8.	Lighting
	9.	Communications

Coal Dock Electrical Service Building

	1.	Masonry Blockwork
	2.	Suspended Ceiling
	3.	Static Wall Siding

	4.	HVAC
	5.	Fire Protection System
	6.	Domestic Piping
	7.	Conduit and Cable Tray
	8.	Lighting
	9.	Communications
	10.	4160 Volt Equipment
	11.	480 Volt Equipment
	12.	208/110 Volt Equipment
	13.	Multiplex System

Radial Stacker

	I.	Radial Stacker
	2.	HVAC Equipment
	3.	Unit Substation
	4.	Motor Control Centers

Reclaim Hopper and Tunnel

	1. Hopper
	2.	Feeders and Chutes
	3.	Vertical Pumps
	4.	Conduit and Cable Tray
	5. Lighting

Crusher House

	1.	Feeders and Chutes
	2.	Crusher Bin
	3.	Dust Collection/Suppression Equipment
	4.	Magnetic Separators and Scales
	5.	Crusher
	6.	Conduit and Cable Tray
	7.	Lighting
	8.	Communications
	9.	Piping Systems

Crusher House Electrical Building

	1.	Masonry Walls
	2.	Static Wall Siding
	3.	Fire Protection Equipment
	4.	Domestic Water
	5.	Conduit and Cable Tray
	6.	Lighting
	7.	Communications

	8.	Piping Systems
	9.	4160 Volt Equipment
	10.	480 Volt Equipment
	11.	208/110 Volt Equipment
	12.	Multiplex System

Coal Maintenance Building

	1.	Masonry Blockwork
	2.	Suspended Ceiling
	3.	Dry Wall Partitions
	4.	HVAC
	5.	Sprinkler System
	6.	Hoist and Lifts

F.	Reactant Handling Barge Unloader

	1.	Limestone Barge Unloader
	2.	Conduit and Cable Tray
	3.	Lighting
	4.	Communications

Transfer House

	1.	Feeders
	2.	Hoppers
	3.	Piping Systems
	4.	Conduit and Cable Tray
	5.	Lighting

Live Active Pile Enclosure

	1.	Reclaimer
	2.	Conduit and Cable Tray
	3.	Lighting

Dead Storage Pile

	1.	Hopper
	2.	Chutes and Feeders
	3.	Sump Pumps
	4.	Conduit and Cable Tray
	S.	Lighting

Reactant Prep. Building

	1.	Masonry Blockwork
	2.	HVAC Equipment
	3.	Fire Protection Equipment
	4.	Piping Systems
	5.	Limestone Crushers and Hoppers
	6.	Compressors
	7.	Lube Oil Systems
	8.	Feeders and Chutes
	9.	Bridge Crane
	10.	4160 Volt Equipment
	11.	480 Volt Equipment
	12.	208/110 Volt Equipment
	13.	Conduit and Cable Tray
	14.	Lighting
	15.	Communications
	16.	Multiplex System

Reactant Live Storage Tanks

	1.	Tank Agitators

G.	Water Treatment Building

	1.	Masonry Blockwork
	2.	Static Wall Siding
	3.	HVAC
	4.	Fire Protection Equipment
	S.	Monorail
	6.	Piping Systems
	7.	Sanitary Waste Treatment Equipment
	8.	Water Treatment Equipment
	9.	Condensate Storage Tank
	10.	Conduit and Cable Tray
	11.	4160 Volt Equipment
	12.	480 Volt Equipment
	13.	208/110 Volt Equipment
	14.	Lighting
	15.	Communications
	16.	Multiplex System
	17.	Motor Driven Fire Pump
	18.	Chemical Injection Equipment
	19.	Demineralizer Water System

H.	Cooling Tower

	1.	Cooling Tower Pumps

	2.	Circulating Water Lines
	3.	Condenser
	4.	480 Volt Equipment
	5.	Lighting
	6.	Communications

I.	Station Auxiliary

	1.	138 Volt Equipment
	2.	6900 Volt Equipment
	3.	480 Volt Equipment
	4.	208/110 Volt Equipment
	5.	Sprinkler System

OTHER EQUIPMENT, SYSTEMS, AND STRUCTURES

1.		Fuel Oil Tanks, Piping, Pump House, and Electrical Building
2.		Ash Pond, Pipe Rack, and Pipe
3.		Emergency Ash Pond

SITE IMPROVEMENTS

1.	General Site Grating and Drainage
2.	Helicopter Pad
3.	Monitoring Wells
4.	Roadways
5.	Guard Facilities
6.	Underground Electrical Ducts
7.	Sanitary Sewer Lines
8.	Shoreline Protection
9.	Fire Protection Lines
10.	Potable Water Lines
11.	Cathodic Protection

APPENDIX D

KNOWN DEFECTS AT CLOSING

The attached list of known defects for Trimble County Unit I and the Trimble County General Plant Facilities as they pertain to Trimble County Unit 1 includes items for which construction is not complete as well as items where a deficiency is noted, and to the best of Louisville’s knowledge, information, and belief the attached list is current as of Closing.

	LOUISVILLE GAS AND ELECTRIC COMPANY

	By:
			Chris Hermann
			Vice President and General Manager
			Wholesale Electric Business

KNOWN DEFECTS AND OPEN WARRANTY CLAIMS AT CLOSING

Known design defects:

• Replace boiler penthouse roof and sidewalls. Original roof was installed with non-specification material.

Open warranty claims:

• Replace FGD module purge air and vent dampers. (ABB)

• Modify demister wash lance seals. (ABB)

• Redesign precipitator high voltage insulator compartment heater/blower system. (ABB)

• Replace generator field breaker. (GE)

• Replace boiler feed pump turbine turning gears. (GE)

• Modify FGD pump bay trolley system. (ABB)

• Modify induced draft fan variable-frequency drive speed-control circuit. (Ross Hill)

• Backcharge for repair work on induced draft fan motors (Buffalo Forge)

APPENDIX E

DEED

THIS DEED is made and entered into this 1st day of February, 1993, by and between LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation, of 220 West Main Street, P.O. Box 32010, Louisville, Kentucky 40232 (“Grantor”) and INDIANA MUNICIPAL POWER AGENCY, a body corporate and politic and a political subdivision of the State of Indiana, of 11610 North College Avenue, Carmel, Indiana 46032 (“Grantee”).

WITNESSETH:

That for and in consideration of the sum of Seven Million Two Hundred Eight Thousand Seven Hundred and Fifty~Nine Dollars ($7,208,759.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, Grantor has bargained and sold and does hereby grant and convey to Grantee in fee simple with covenant of GENERAL WARRANTY, the following described property located in Trimble County, Kentucky, being a 12.88~ undivided interest as tenants in common in the real property beneath Trimble County Unit 1 (“the Property”):

Being a certain parcel of land located to the north of Kentucky Highway 754 and to the west of Kentucky Highway 1838, north of Wise’s Landing in Trimble County, Kentucky and being more particularly described as follows:

Beginning at a 3 inch x 3 inch concrete monument in the northwest right-of-way line of Kentucky Highway 754 at its intersection with the west right-of-way of Wise’s Landing road; thence North 17° 30’ 19” West, 1925.28 feet to an iron pin being the True Point of Beginning Also known as plant grid coordinate N 32+50.00, E17+82.00; thence North 29° 02’ 25” West, 176.00 feet to a scribe mark in concrete and being plant grid coordinate N 34+26.00, E 17÷82.00, said line being Column Line N; thence North 60° 57’ 35” East, 42.00 feet to a scribe mark in concrete and being plant grid coordinate N34+26.00, E 18+24.00; thence North 4° 38’ 59” West, 42.27 feet to plant grid coordinate N 34+62.00, E 18+48.00; thence North 60° 57’ 35” East, 759.17 feet to plant grid coordinate N 34÷62.00, E 26+07.17, said line being Column Line 9, common line between Unit No. 1 and Unit No. 2 (Future); thence South 29° 02’ 25” East, 55.25 feet to a R R spike being plant grid coordinate N 34÷06.75, E 26+07.17; thence South 60° 57’ 35” West, 57.17 feet to plant grid coordinate N 34+06.75, E 25+50.00; thence South 29° 02’ 25” East, 156.75 feet to plant grid coordinate N 32÷50.00, E 25÷50.00, said line being Column Line A; thence South 60° 57’ 35” West, 768.00 feet to the True Point of Beginning, said line being Column’s Line 17, common column line between Unit No. 1 and the Service Building. Said tract containing 3.766 acres. Being a part of the same conveyed to Grantor by deed of record in the office of the Trimble County Clerk in Deed Book No. 49, Page No. 602.

TO HAVE AND TO HOLD the Property, with all appurtenances and privileges thereunto belonging, unto the Grantee, its successors and assigns.

Grantor covenants that it is lawfully seized of fee simple title to the Property and has full right and power to convey same, subject to the rights of Illinois Municipal Electric Agency (“IMEA”) which owns a 12.12% undivided interest as tenants in common and subject to the Participation Agreement dated February 28, 1991 by and between Grantor and IMEA and the Participation Agreement dated February 1, 1993, by and between Grantor and Grantee and incorporated by reference herein, memoranda of which are on file in the Office of the Trimble County Clerk, which contain, among other things, certain restrictions on resale of the Property, the right Q~ first refusal upon transfer of the Property, the right of IMEA and Grantee to participate in the ownership of the next generating unit built at the Trimble County Site, and waiver of the right of partition of the Property, and otherwise the Property is free and clear of all encumbrances except those relating to the IMEA sale that are of record and all ad valorem taxes and assessments assessed against the Property for 1993 • and all subsequent years which Grantee assumes and agrees to pay.

IN TESTIMONY WHEREOF, witness the signature of the Grantor as of the day, month and year first above-written.

	LOUISVILLE GAS AND ELECTRIC COMPANY

	By:
			Chris Hermann
			Vice President and General Manager
			Wholesale Electric Business

CONSIDERATION CERTIFICATE

Grantor and Grantee hereby certify that the consideration reflected in the foregoing Deed is the full consideration paid for the Property.

LOUISVILLE GAS AND ELECTRIC COMPANY

By:
		Chris
		Vice President and General Manager,
		Wholesale Electric Business


INDIANA MUNICIPAL POWER AGENCY

By
	Frank R. Rudolph,
	Chairman

COMMONWEALTH OF KENTUCKY	)
	)(SS
COUNTY OF JEFFERSON	)

The foregoing Deed and Consideration Certificate were signed, acknowledged and sworn to before me on this 29th day of January, 1993, by Chris Hermann , Vice President and General Manager, Wholesale Electric Business of LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation, on behalf of the corporation.

My Commission expires:


		Notary Public
		State of Kentucky at Large

STATE OF INDIANA	)
	)SS
COUNTY OF HAMILTON	)

The foregoing Consideration Certificate was signed, acknowledged and sworn to before me on this 29th day of January , 1993 , by Frank R. Rudolf, as Chairman of Indiana Municipal Power Agency, a body corporate and politic and a political subdivision of the State of Indiana, on behalf of the corporation.

My Commission expires:


		Notary Public
		State of Indiana

(AFFIX SEAL]

THIS INSTRUMENT PREPARED BY:


C. Kent Hatfield
John M. Franck II
MIDDLETON & REUTLINGER
2500 Brown & Williamson Tower
Louisville, Kentucky 40202
Telephone (502) 584-1135

APPENDIX F

EASEMENT

THIS EASEMENT dated the 1st day of February, 1993, by and between LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation located at 220 West Main Street, P.O. Box 32010, Louisville, Kentucky 40232, (the “Grantor”) , and INDIANA MUNICIPAL POWER AGENCY, a body corporate and politic and a political subdivision of the State of Indiana, located at 11610 North College Avenue, Carmel, Indiana 46032 (the “Grantee”).

FOR A VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Grantor does hereby grant and convey unto Grantee, its successors and assigns, a nonexclusive easement to use the Trimble County Site to the extent necessary for use by Grantee with respect to its proportional ownership of Trimble County Unit 1 as defined in the Participation Agreement by and between Grantor and Grantee dated February 1, 1993 (“Participation Agreement”) . The Trimble County Site is located in Trimble County, Kentucky (the “Burdened Property” ) , as shown on Exhibit “A” attached hereto and made a part hereof. The Burdened Property was conveyed to Grantor by Deeds referenced on Exhibit “B” attached hereto and made a part hereof.

Grantor grants this easement upon the following terms and conditions:

1. Participation Agreement. Grantee will at all times abide by the terms of the Participation Agreement.

2. Use by Grantee. The Burdened Property may be used by Grantee only for the purposes consistent with the terms of the Participation Agreement.

3. Use by Grantor. Grantor reserves the right to fully use and enjoy the Burdened Property as well as to transfer or convey portions thereof for any use or purpose which does not unreasonably interfere with the exercise by Grantee of the rights granted by the Participation Agreement. Should Grantee’s release of this Easement be requested as to such portions transferred or conveyed, such release shall not be unreasonably withheld. Grantee acknowledges that this nonexclusive easement shall in no way restrict or prohibit Grantor from constructing additional generating units or facilities or expanding present units or facilities which shall also have a nonexclusive use of the Trimble County Site, to the extent necessary and as determined in Grantor’s sole discretion.

4. Indemnification. Grantee will indemnify and hold Grantor harmless from and against any and all losses, liabilities, costs, expenses, damages, claims, and causes of action whatsoever, including reasonable attorney’s fees, arising from this Easement.

5. Binding Effect. This Easement shall be binding upon and inure to the benefit of Grantor and Grantee, and their respective successors and assigns, but shall not be transferable or assignable by Grantee except as permitted by and consistent with the Participation Agreement.

6. Termination. This Easement shall terminate (i) upon the mutual agreement of Grantor and Grantee, or (ii) if Trimble County Unit 1 ceases to be used or is abandoned, or (iii)

upon the failure by Grantee to remedy any default in the performance of any term or condition of the Participation Agreement, or (iv) upon termination of the Participation Agreement .

7. Release. Upon termination of this Easement, Grantee shall execute and deliver to Grantor within ten (10) days of written demand therefor, a good and sufficient quitclaim deed to all rights granted hereby. If Grantee fails or refuses to deliver such deed, written notice by Grantor reciting the failure or refusal of Grantee and terminating this grant, shall after thirty (30) days from the date of recording be conclusive evidence against Grantee and all persons claiming under Grantee, of the termination of this Easement.

8. Matters of Record. This Easement is subject to all easements, restrictions and other matters of record.

IN WITNESS WHEREOF, the parties hereto have executed this Easement on the date above set forth.

	GRANTOR

	LOUISVILLE GAS AND ELECTRIC COMPANY

	By:
				Chris
				Vice President and General Manager, Wholesale Electric Business

	GRANTEE

	INDIANA MUNICIPAL POWER AGENCY

	By
				Frank R. Rudolph,
				Chairman

COMMONWEALTH OF KENTUCKY	)
	)(SS
COUNTY OF JEFFERSON	)

My Commission expires:


		Notary Public
		State of Kentucky at Large

STATE OF INDIANA	)
	)SS
COUNTY OF HAMILTON	)

My Commission expires:


		Notary Public
		State of Indiana

(AFFIX SEAL]

THIS INSTRUMENT PREPARED BY:


C. Kent Hatfield
John M. Franck II
MIDDLETON & REUTLINGER
2500 Brown & Williamson Tower
Louisville, Kentucky 40202
Telephone (502) 584-1135

EXHIBIT A

Property Plat

EXHIBIT B

The following list of references are the sources of title wherein Louisville Gas and Electric Company acquired properties located in Trimble County as they pertain to the Trimble County Site. Deeds are of record in the Office of the Clerk of Trimble County, Kentucky.

1. DB 49 Page 602 Deed dated 4-30-1974 From Thomas Manby, Jr. Trustee. (Original Plant Site)

2. DB 51 Page 769 Deed Dated 4-16-1976 From Thomas Manby Jr. Trustee. (Part of Original Plant Site, located on North End of Site)

3. DB 58 Page 321 Deed Dated 11-29-1982 From Allison Schlegel Dickey & Dianna Dey Dickey. (Located on North End of Site)

4. DB 65 Page 424 Deed Dated 1-22~199O From Allison Schlegel Dickey & Dianna Dey Dickey. (Located on North End of Site)

5. DB 63 Page 615 Deed Dated 4-2O~-1988 From Charles G. Middleton III, Trustee. (Ravine Site)

APPENDIX G

EASEMENT

THIS EASEMENT dated the 1st day of July, 19 9 3 , by and between INDIANA MUNICIPAL POWER AGENCY, a body corporate and politic and a political subdivision of the State of Indiana, with its offices located at 11610 North College Avenue, Carmel, Indiana 46032 (the “Grantor”) and LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky corporation, located at 220 West Main Street, P.O. Box 32010, Louisville, Kentucky 40232, (the “Grantee”)

FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Grantor does hereby grant and convey unto Grantee, its successors and assigns, a nonexclusive easement to use any real property owned by Grantor on the Trimble County Site to the extent necessary for use by Grantee and other owners with respect to their proportional ownership of Trimble County Unit 1 as defined in the Participation Agreement by and between Grantor and Grantee dated February 1, 1993 (“Participation Agreement”) . The property owned by Grantor at the Trimble County Site is located in Trimble County, Kentucky as shown on Exhibit “A” attached hereto and made a part hereof (the “Burdened Property”) . A 12.88 percent undivided interest as tenants in common of the Burdened Property was conveyed to Grantor by Deed dated February 1, 1993, of record in Deed Book , Page , in the Office of the Clerk of Trimble County, Kentucky.

Grantor grants this easement upon the following terms and conditions:

1. Participation Agreement. Grantee will at all times abide by the terms of the Participation Agreement.

2 . Use by Grantee and Grantor . The Burdened Property may be used only for the purposes consistent with the terms of the Participation Agreement.

3. Indemnification. Grantee will indemnify and hold Grantor harmless from and against any and all losses, liabilities, costs, expenses, damages, claims, and causes of action whatsoever, including reasonable attorney’s fees, arising from Grantee’s use of this Easement.

4. Binding Effect. This Easement shall be binding upon and inure to the benefit of Grantor and Grantee, and their respective successors and assigns, but shall not be transferable or assignable by Grantee except as permitted by and consistent with the Participation Agreement.

5. Termination. This Easement shall terminate (i) upon the mutual agreement of Grantor and Grantee, or (ii) if Trimble County Unit 1 ceases to be used or is abandoned or (iii) upon the failure by Grantee to remedy any default in the performance of any term or condition of the Participation Agreement, or (iv) upon termination of the Participation Agreement.

6. Release. Upon termination of this Easement, Grantee shall execute and deliver to Grantor within ten (10) days of written demand therefor, a good and sufficient quitclaim deed to all easement rights granted hereby. If Grantee fails or refuses to deliver such deed, written notice by

Grantor reciting the failure or refusal of Grantee and terminating this grant, shall after thirty (30) days from the date - of recording be conclusive evidence against Grantee and all persons claiming under Grantee of the termination of this Easement.

7. Matters of Record. This Easement is subject to all easements, restrictions and other matters of record.

IN WITNESS WHEREOF, the parties hereto have executed this Easement on the date above set forth.

	GRANTOR

	LOUISVILLE GAS AND ELECTRIC COMPANY

	By:
				Chris
				Vice President and General Manager, Wholesale Electric Business

	GRANTEE

	INDIANA MUNICIPAL POWER AGENCY

	By
				Frank R. Rudolph,
				Chairman

COMMONWEALTH OF KENTUCKY	)
	)(SS
COUNTY OF JEFFERSON	)

My Commission expires:


		Notary Public
		State of Kentucky at Large

STATE OF INDIANA	)
	)SS
COUNTY OF HAMILTON	)

My Commission expires:


		Notary Public
		State of Indiana

(AFFIX SEAL]

THIS INSTRUMENT PREPARED BY:


C. Kent Hatfield
John M. Franck II
MIDDLETON & REUTLINGER
2500 Brown & Williamson Tower
Louisville, Kentucky 40202
Telephone (502) 584-1135

EXHIBIT A

Beginning at a 3 inch x 3 inch concrete monument in the northwest right-of-way line of Kentucky Highway 754 at its intersection with the west right- of -way of Wise “ s Landing road; thence North 17° 30’ 19” West, 1925.28 feet to an iron pin being the True Point of Beginning. Also known as plant grid coordinate N 32+50.00, El7+82.00; thence North 29° 02’ 25” West, 176.00 feet to a scribe mark in concrete and being plant grid coordinate N 34+26.00, E 17+82.00, said line being Column Line N; thence North 60° 57’ 35” East, 42.00 feet to a scribe mark in concrete and being plant grid coordinate N34+26.00, E 18+24.00; thence North 4° 38’ 59” West, 42.27 feet to plant grid coordinate N 34+62.00, E 18+48.00; thence North 60° 57’ 35” East, 759.17 feet to plant grid coordinate N 34+62.00, E 26+07.17, said line being Column Line 9, common line between Unit No. 1 and Unit No. 2 (Future); thence South 29° 02’ 25” East, 55.25 feet to a R R spike being plant grid coordinate N 34+06.75, E 26+07.17; thence South 60° 57’ 35” West, 57.17 feet to plant grid coordinate N 34+06.75, E 25+50.00; thence South 29° 02’ 25” East, 156.75 feet to plant grid coordinate N 32+50.00, E 25+50.00, said line being Column Line A; thence South 60° 57’ 35” West, 768.00 feet to the True Point of Beginning, said line being Column Line 17, common column line between Unit No. 1 and the Service Building. Said tract containing 3.766 acres. Being a part of the same conveyed to Grantor by deed of record in the office of the Trimble County Clerk in Deed Book No. , Page No. .

ARTICLE 12.

TAXES

ARTICLE 13.

INSURANCE

ARTICLE 14. PARTITION OF OR TRANSFER OF INTEREST IN TRIMBLE COUNTY UNIT 1

ARTICLE 15. RIGHT OF FIRST REFUSAL

ARTICLE 16. ASSIGNMENT

ARTICLE 17. LIABILITY AND DEFAULT

ARTICLE 14.
PARTITION OF OR TRANSFER OF INTEREST IN TRIMBLE COUNTY UNIT 1

ARTICLE 15.
RIGHT OF FIRST REFUSAL

ARTICLE 16.
ASSIGNMENT

ARTICLE 17.
LIABILITY AND DEFAULT