Instrument of Assignment under Asset Purchase Agreement between PP&L Global, Inc., Colstrip Comm Serv, LLC, and PP&L Montana, LLC

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Summary

This agreement documents the assignment by PP&L Global, Inc. of its rights and obligations under an Asset Purchase Agreement with The Montana Power Company to its subsidiaries, Colstrip Comm Serv, LLC and PP&L Montana, LLC. The subsidiaries agree to assume these responsibilities as specified, while PP&L Global remains ultimately responsible under the original agreement. The assignment is effective December 17, 1999, and covers specified assets, including certain leases and rental properties. The agreement is governed by New York law.

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EX-10.2 21 y41907ex10-2.txt INSTRUMENT OF ASSIGNMENT 1 EXHIBIT 10.2 INSTRUMENT OF ASSIGNMENT Asset Purchase Agreement (MPC) 1. Reference is made to: (i) the Asset Purchase Agreement dated as of October 31, 1998, as amended by Amendment No. 1 thereto dated as of June 29, 1999 and Amendment No. 2 thereto dated as of October 29, 1999 (such agreement, as so amended, being hereinafter called the "APA") between The Montana Power Company ("MPC") and PP&L Global, Inc. ("Global"); and (ii) the Notice of Election dated August 16, 1999 from MPC with respect to the exclusion of the Colstrip 4 Generation Assets. Capitalized terms used herein without definition have the respective meanings specified in the APA. 2. In accordance with clause (c)(i) of Section 13.10 of the APA, Global has determined to assign, and does hereby ASSIGN, all of its rights, interests and obligations under the APA (including its rights under Article X) to two of its indirect, wholly-owned subsidiaries as follows: (A) to Colstrip Comm Serv, LLC, a Delaware limited liability company ("CCS"), that portion of such rights, interests and obligations as relates to the Specified Assets (as hereinafter defined); and (B) to PP&L Montana, LLC, a Delaware limited liability company (together with CCS, the "Assignees"; individually, each as "Assignee") the balance of such rights, interests and obligations. For its part, each Assignee has agreed to be bound by all terms, conditions and provisions of the APA to the extent applicable to the matters assigned to it. 3. By its acceptance set forth below, each Assignee agrees to be bound by all terms, conditions and provisions of the APA to the extent applicable to the matters assigned to it. 4. Global acknowledges and agrees that (as provided in Section 13.10 of the APA) this instrument shall not relieve Global of its obligations as assigning party under the APA. 5. Subject to the provisions of Section 13.10 of the APA, each Assignee shall be a Purchaser for all purposes of the APA. 6. The "Specified Assets" are the personal and real property tangible and intangible rights and interests as specified in Schedule 1 hereto. 7. The instrument shall be governed by, and construed in accordance with, the laws of the State of New York. 8. The assignment and assumption effected hereby shall be effective on December 17, 1999. 2 This instrument is executed and delivered, on this 17th day of December, 1999. PP&L GLOBAL, INC. By: /s/ Robert W. Burke --------------------------------------- Name: Robert W. Burke Title: Vice President and Chief Counsel Accepted: PP&L MONTANA, LLC By: /s/ Roger Petersen - -------------------------------------- Name: Roger Petersen Title: President Accepted: COLSTRIP COMM SERV, LLC By: /s/ Roger Petersen - -------------------------------------- Name: Roger Petersen Title: President 2 3 SCHEDULE I SPECIFIED ASSETS 4 EXHIBIT A - LEASES ------------------ ASSIGNMENT AND ASSUMPTION AGREEMENT (MPC TO COMM SERV)
ITEM NAME OF LESSEE DATE LAND OWNER Lease Colstrip Cable TV 12-31-96 Project 1 & 2 Lease Bob & LaDonna Cope 4-1-81 Project 1 & 2 Lease Larry Semenza 3-1-99 Project 1 & 2 Lease Coal & Cattle Co. Players 3-1-87 Project 1 to 4 Lease Colstrip Rod & Gun Club/ & Colstrip Trap Club 9-30-98 Project 1 to 4 Lease Vern Ganser 2-28-98 Project 1 & 2 Lease Jim Rogers, Jr. 4-1-98 Project 1 & 2 Lease Dan Ova 6-1-99 Project 1 & 2 Lease Gregg Koczur 6-1-99 Project 1 & 2 Lease Jim Rogers, Jr. 4-1-98 Project 3 & 4 Lease Bob & LaDonna Cope 1-1-81 Project 3 & 4 Lease Dan Ova 6-1-99 Project 3 & 4 Lease Gregg Koczur 6-1-99 Project 3 & 4 Lease Colstrip High School FFA 2-2-92 Project 3 & 4 Lease Comnet 2000 5-13-94 Project 3 & 4 Lease Colstrip Saddle Club, Colstrip Roping Club 7-24-98 Project 3 & 4 Lease Bailey Egan 10-1-96 Project 3 & 4
A & A Exhibit A - Leases - MPC to Comm Serv Page 1 of 1 5 EXHIBIT B - RENTALS ASSIGNMENT AND ASSUMPTION AGREEMENT (MPC TO COMM SERV) COLSTRIP 3 & 4 TOWNSITE PROPERTIES
TAXPAYER STATUS AS OF NUMBER AREA ADDRESS 11/15/99 LOT BLOCK - ----------- ---- ------- ------------ --- ----- MOBILE HOME LOTS AMENDED PLAT OF BIG TIMBER SUBDIVISION CORRECTED PLAT OF EASTSIDE TOWNSITE EXPANSION 1361 BIG TIMBER 1327 LARAMIE RENTED 12 1 1382 BIG TIMBER 1155 LARAMIE VACANT 6 3 1383 BIG TIMBER 1149 LARAMIE RENTED 7 3 1386 BIG TIMBER 1210 LARAMIE VACANT 10 3 1387 BIG TIMBER 1216 ABILENE RENTED 11 3 1388 BIG TIMBER 1222 ABILENE RENTED 12 3 1393 BIG TIMBER 1217 ABILENE VACANT 17 3 1395 BIG TIMBER 1205 ABILENE RENTED 19 3 BIG TIMBER SUBDIVISION AMENDED PLAT OF EASTSIDE TOWNSITE EXPANSION 1410 BIG TIMBER 1464 PIEDMONT RENTED 1C 6 1415 BIG TIMBER 1656 VISTA RENTED-2 TENANTS 1H 6 1416 BIG TIMBER 1652 VISTA RENTED 1J 6 1428 BIG TIMBER 1550 PIEDMONT VACANT 3E 7 1429 BIG TIMBER 1560 PIEDMONT RENTED 3F 7 1431 BIG TIMBER 1611 VISTA RENTED 3H 7 1434 BIG TIMBER 1635 VISTA RENTED 3L 7 1440 BIG TIMBER 1531 PIEDMONT VACANT 2C 8 1441 BIG TIMBER 1537 PIEDMONT RENTED 2D 8 1443 BIG TIMBER 1549 PIEDMONT VACANT 2F 8
A & A Exhibit B - Rentals - MPC to Comm Serv Page 1 of 9 6
1444 BIG TIMBER 1555 PIEDMONT LEASED 2G 8 1448 BIG TIMBER 1707 VISTA VACANT 3 8 1450 BIG TIMBER 1725 VISTA VACANT 5 8 1451 BIG TIMBER LT 6 BLK 8 - NO ACCESS STRIP 6 8 1458 BIG TIMBER 1490 BRIDGER RENTED - 2 TENANTS 2D 9 1460 BIG TIMBER 1489 BRIDGER RENTED 2F 9 1462 BIG TIMBER 1477 BRIDGER VACANT 3B 9 1463 BIG TIMBER 1457 PIEDMONT VACANT 3C 9 1465 BIG TIMBER 1688 BOZEMAN RENTED 3E 9 1467 BIG TIMBER 1699 BOZEMAN VACANT 3G 9 1469 BIG TIMBER 1685 BOZEMAN VACANT 4A 9 1470 BIG TIMBER 1697 BOZEMAN RENTED 4B 9 1471 BIG TIMBER 1704 VISTA VACANT 4C 9 1472 BIG TIMBER 1710 VISTA RENTED 4D 9 1473 BIG TIMBER 1716 VISTA RENTED 4E 9
TAXPAYER STATUS AS OF NUMBER AREA ADDRESS 11/15/99 LOT BLOCK - -------- ---- ------- ------------ --- ----- AMENDED PLAT OF STILLWATER SUBDIVISION 1598 STILLWATER 2716 CHISHOLM VACANT 1 8 1599 STILLWATER 2726 CHISHOLM VACANT 2 8 1600 STILLWATER 2732 CHISHOLM VACANT 3 8 1601 STILLWATER 2738 CHISHOLM VACANT 4 8 1602 STILLWATER 2744 CHISHOLM VACANT 5 8 1603 STILLWATER 2750 CHISHOLM RENTED 6 8 1604 STILLWATER 2756 CHISHOLM VACANT 7 8 1605 STILLWATER 2762 CHISHOLM RENTED 8 8 1607 STILLWATER 2703 CHISHOLM RENTED 1 9 1608 STILLWATER 2709 CHISHOLM RENTED - 2 TENANTS 2 9 1609 STILLWATER 2715 CHISHOLM RENTED 3 9 1611 STILLWATER 2727 CHISHOLM RENTED 5 9 1612 STILLWATER 2804 ROUNDUP RENTED 6 9 1613 STILLWATER 2810 ROUNDUP VACANT 7 9
A & A EXHIBIT B - RENTALS - MPC TO COMM SERV Page 2 of 9 7 1615 STILLWATER 2822 ROUNDUP VACANT 9 9 1616 STILLWATER 2829 ROUNDUP RENTED 10 9 1618 STILLWATER 2823 ROUNDUP RENTED-2 TENANTS 11 9 1620 STILLWATER 2817 ROUNDUP RENTED 12 9 1621 STILLWATER 2811 ROUNDUP RENTED 13 9 1622 STILLWATER 2805 ROUNDUP RENTED 14 9 1623 STILLWATER 2753 CHISHOLM VACANT 15 9 1624 STILLWATER 2761 CHISHOLM VACANT 16 9 1626 STILLWATER 2904 DURANGO VACANT 18 9 1627 STILLWATER 2691 WAGONEER INDUSTRIAL LOT 1 11 1629 STILLWATER 2670 ZANE GREY INDUSTRIAL LOT 5 11 1526 STILLWATER 2604 ZANE GREY RENTED 1 4 1527 STILLWATER 2610 ZANE GREY VACANT 2 4 1528 STILLWATER 2616 ZANE GREY RENTED 3 4 1529 STILLWATER 2622 ZANE GREY VACANT 4 4 1531 STILLWATER 2634 ZANE GREY VACANT 6 4 1536 STILLWATER 2668 ZANE GREY RENTED 11 4 1537 STILLWATER 2607 ZANE GREY VACANT 1 5 1538 STILLWATER 2621 ZANE GREY RENTED 2 5 1540 STILLWATER 2635 ZANE GREY VACANT 4 5 1541 STILLWATER 2639 ZANE GREY RENTED 5 5 1542 STILLWATER 2645 ZANE GREY RENTED 6 5
TAXPAYER STATUS AS OF NUMBER AREA ADDRESS 11/15/99 LOT BLOCK -------- ---- ------- ------------ ---- ----- AMENDED PLAT OF SWEETGRASS SUBDIVISION FIRST FILING 1630 SWEETGRASS 3720 CHINOOK VACANT 1 1 1631 SWEETGRASS 3712 CHINOOK RENTED 2 1 1632 SWEETGRASS 3706 CHINOOK RENTED 3 1 1633 SWEETGRASS 3702 CHINOOK RENTED 4 1 1634 SWEETGRASS 3703 CHINOOK RENTED 5 1 1635 SWEETGRASS 3707 CHINOOK RENTED 6 1 1636 SWEETGRASS 3715 CHINOOK RENTED 7 1 1637 SWEETGRASS 3721 CHINOOK RENTED 8 1
A & A Exhibit B - Rentals - MPC to Comm Serv Page 3 of 9 8
1638 SWEETGRASS 3910 PROSPECTOR RENTED 9 1 1639 SWEETGRASS 3914 PROSPECTOR RENTED 10 1 1640 SWEETGRASS 3920 PROSPECTOR VACANT 11 1 1641 SWEETGRASS 3926 PROSPECTOR VACANT 12 1 1642 SWEETGRASS 3932 PROSPECTOR RENTED 13 1 1643 SWEETGRASS 3938 PROSPECTOR RENTED-2 RENTERS 14 1 1644 SWEETGRASS 3800 CHINOOK RENTED 1 2 1645 SWEETGRASS 3806 CHINOOK RENTED 2 2 1646 SWEETGRASS 3812 CHINOOK VACANT 3 2 1647 SWEETGRASS 3818 CHINOOK RENTED 4 2 1648 SWEETGRASS 3826 CHINOOK VACANT 5 2 1649 SWEETGRASS 3834 CHINOOK RENTED 6 2 1650 SWEETGRASS 3840 CHINOOK RENTED 7 2 1651 SWEETGRASS 3844 CHINOOK RENTED 8 2 1652 SWEETGRASS 3850 CHINOOK RENTED 9 2 1653 SWEETGRASS 3858 CHINOOK RENTED 10 2 1654 SWEETGRASS 3864 CHINOOK RENTED 11 2 1655 SWEETGRASS 3868 CHINOOK RENTED 12 2 1656 SWEETGRASS 3874 CHINOOK RENTED - 2 TENANTS 13 2 1657 SWEETGRASS 3880 CHINOOK RENTED 14 2 1658 SWEETGRASS 3886 CHINOOK RENTED 15 2 1659 SWEETGRASS 3892 CHINOOK VACANT 16 2 1660 SWEETGRASS 3898 CHINOOK RENTED 17 2 1661 SWEETGRASS 3903 PROSPECTOR VACANT 18 2 1662 SWEETGRASS 3907 PROSPECTOR RENTED 19 2 1663 SWEETGRASS 3913 PROSPECTOR RENTED 20 2 1664 SWEETGRASS 3919 PROSPECTOR VACANT 21 2 1665 SWEETGRASS 3925 PROSPECTOR VACANT 22 2 1666 SWEETGRASS 3931 PROSPECTOR RENTED 23 2 1667 SWEETGRASS 3897 CHINOOK RENTED 1 3 1668 SWEETGRASS 3891 CHINOOK RENTED 2 3 1669 SWEETGRASS 3863 CHINOOK RENTED 3 3 1670 SWEETGRASS 3845 CHINOOK VACANT 4 3 1671 SWEETGRASS 3827 CHINOOK VACANT 5 3 1689 SWEETGRASS 3060 CHEYENNE VACANT 7 5 1690 SWEETGRASS 3066 CHEYENNE RENTED 8 5
A & A EXHIBIT B - Rentals - MPC to Comm Serv Page 4 of 9 9
1692 SWEETGRASS 3078 CHEYENNE VACANT 10 5 1693 SWEETGRASS 3084 CHEYENNE VACANT 11 5 1694 SWEETGRASS 3090 CHEYENNE RENTED 12 5 1695 SWEETGRASS 3096 CHEYENNE VACANT 13 5 1698 SWEETGRASS 3061 CHEYENNE VACANT 3 6
TAXPAYER STATUS AS OF NUMBER AREA ADDRESS 11/15/99 LOT BLOCK - -------- ---- ------- ------------ --- ----- AMENDED PLAT OF SWEETGRASS SUBDIVISION FIRST FILING 1702 SWEETGRASS 3085 CHEYENNE VACANT 7 6 1703 SWEETGRASS 3091 CHEYENNE VACANT 8 6 1704 SWEETGRASS 3097 CHEYENNE VACANT 9 6 1707 SWEETGRASS 3136 ANTELOPE RENTED 12 6 1708 SWEETGRASS 3130 ANTELOPE VACANT 13 6 1709 SWEETGRASS 3124 ANTELOPE RENTED 14 6 1710 SWEETGRASS 3118 ANTELOPE VACANT 15 6 1733 SWEETGRASS 3137 ANTELOPE RENTED 20 7 1744 SWEETGRASS 3224 APPALOOSA VACANT 5 8
TAXPAYER STATUS AS OF NUMBER AREA ADDRESS 11/15/99 LOT BLOCK - -------- ---- ------- ------------ --- ----- COLSTRIP TOWNSITE MOBILE HOME LOTS COLSTRIP TOWNSITE 118 COTTONWOOD VACANT COLSTRIP TOWNSITE 124 COTTONWOOD RENTED COLSTRIP TOWNSITE 130 COTTONWOOD RENTED COLSTRIP TOWNSITE 135 COTTONWOOD VACANT COLSTRIP TOWNSITE 136 COTTONWOOD VACANT COLSTRIP TOWNSITE 141 COTTONWOOD RENTED COLSTRIP TOWNSITE 142 COTTONWOOD VACANT COLSTRIP TOWNSITE 147 COTTONWOOD VACANT COLSTRIP TOWNSITE 148 COTTONWOOD VACANT COLSTRIP TOWNSITE 153 COTTONWOOD RENTED
A & A Exhibit B - Rentals - MPC to Comm Serv Page 5 of 9 10
COLSTRIP TOWNSITE 154 COTTONWOOD VACANT COLSTRIP TOWNSITE 159 COTTONWOOD VACANT COLSTRIP TOWNSITE 160 COTTONWOOD RENTED COLSTRIP TOWNSITE 165 COTTONWOOD RENTED COLSTRIP TOWNSITE 166 COTTONWOOD VACANT COLSTRIP TOWNSITE 171 COTTONWOOD VACANT COLSTRIP TOWNSITE 172 COTTONWOOD RENTED COLSTRIP TOWNSITE 177 COTTONWOOD RENTED COLSTRIP TOWNSITE 178 COTTONWOOD RENTED COLSTRIP TOWNSITE 183 COTTONWOOD VACANT COLSTRIP TOWNSITE 184 COTTONWOOD VACANT COLSTRIP TOWNSITE 189 COTTONWOOD RENTED COLSTRIP TOWNSITE 190 COTTONWOOD RENTED COLSTRIP TOWNSITE 195 COTTONWOOD VACANT COLSTRIP TOWNSITE 196 COTTONWOOD RENTED
NOTE: ABOVE 25 LOTS TAXPAYER #1143 & 1144, COLSTRIP TOWNSITE BLOCKS 43 & 46
TAXPAYER STATUS AS OF NUMBER AREA ADDRESS 11/15/99 LOT BLOCK - -------- ---- ------- ------------ --- ----- HOUSE LOTS CIMARRON SUBDIVISION SECOND FILING - ---------- 1867 CIMARRON 6625 BROWNING VACANT 4 3 1880 CIMARRON 6780 HOLLISTER VACANT 18 3 1879 CIMARRON 6782 HOLLISTER VACANT 17 3 1948 CIMARRON 6815 CIMARRON VACANT 3 6 1949 CIMARRON 6817 CIMARRON VACANT 4 6
A & A Exhibit B - Rentals - MPC to Comm Serv Page 6 of 9 11
TAXPAYER STATUS AS OF NUMBER AREA ADDRESS 11/15/99 LOT BLOCK - -------- ---- ------- ------------ --- ----- CIMARRON SUBDIVISION SECOND FILING HOUSES/DUPLEXES/APARTMENTS 1869 CIMARRON 6639 BROWNING HOUSE/VACANT 12 3 1876 CIMARRON 6690 HOLLISTER HOUSE/VACANT 14 3 1881 CIMARRON 6778 HOLLISTER HOUSE/VACANT 19 3 1882 CIMARRON 6776 HOLLISTER HOUSE/VACANT 20 3 1883 CIMARRON 6774 HOLLISTER HOUSE/VACANT 21 3 1886 CIMARRON 6766 HOLLISTER HOUSE/LEASED 24 3 1904 CIMARRON 6814 CIMARRON HOUSE/RENTED 16 4 1907 CIMARRON 6804 CIMARRON HOUSE/LEASED 19 4 1900 CIMARRON 6822 CIMARRON HOUSE/VACANT 12 4 1877 CIMARRON 6790 CIMARRON HOUSE/LEASED 15 3 CIMARRON SUBDIVISION FIRST FILING RANCH STYLE $525/MO OTHER STYLE $510/MO 1859 CIMARRON 6616-6618 BROWNING DUPLEX APT/2 VACANT 32 2 1860 CIMARRON 6612-6614 BROWNING DUPLEX APT/2 RENTED 33 2 1861 CIMARRON 6608-6610 BROWNING DUPLEX APT/1 RENTED 34 2 1862 CIMARRON 6604-6606 BROWNING DUPLEX APT/2 RENTED 35 2 1863 CIMARRON 6600-6602 BROWNING DUPLEX APT/2 RENTED 36 2 1929 CIMARRON 6950-6952 WINCHESTER DUPLEX APT/2 RENTED 21 5 1930 CIMARRON 6954-6956 WINCHESTER DUPLEX APT/1 RENTED 22 5 1931 CIMARRON 6958-6960 WINCHESTER DUPLEX APT/2 RENTED 23 5 1932 CIMARRON 6962-6964 WINCHESTER DUPLEX APT/2 RENTED 24 5 1933 CIMARRON 6966-6968 WINCHESTER DUPLEX APT/2 RENTED 25 5 1934 CIMARRON 6971-6973 WINCHESTER DUPLEX APT/2 RENTED 26 5 1935 CIMARRON 6967-6969 WINCHESTER DUPLEX APT/2 RENTED 27 5
A & A Exhibit B - Rentals - MPC to Comm Serv Page 7 of 9 12
1936 CIMARRON 6963-6965 WINCHESTER DUPLEX APT/1 RENTED 28 5 1937 CIMARRON 6959-6961 WINCHESTER DUPLEX APT/1 RENTED 29 5 1938 CIMARRON 6955-6957 WINCHESTER DUPLEX APT/2 VACANT 30 5 1939 CIMARRON 6951-6953 WINCHESTER DUPLEX APT/2 RENTED 31 5
4-PLEX APT. 2 BDRM $450/MO 3 BDRM $510/MO
1940 CIMARRON 6701 TO 6707 HOLLISTER 4-PLEX APT./3 RENTED 32A,B,C,D 5 1941 CIMARRON 6711 TO 6717 HOLLISTER 4-PLEX APT./2 RENTED 32E,F,G,H 5 1942 CIMARRON 6721 TO 6727 HOLLISTER 4-PLEX APT./4 RENTED 32I,J,K,L 5 1943 CIMARRON 6731 TO 6737 HOLLISTER 4-PLEX APT./4 RENTED 32M,N,O,P 5 1944 CIMARRON 6741 TO 6747 HOLLISTER 4-PLEX APT./4 RENTED 32R,S,T,U 5 1945 CIMARRON 6751 TO 6757 HOLLISTER 4-PLEX APT./4 RENTED 32V,W,X,Y 5 1958 CIMARRON 6700 TO 6706 HOLLISTER 4-PLEX APT./2 RENTED 1A,B,C,D 7 1959 CIMARRON 6732 TO 6738 HOLLISTER 4-PLEX APT./3 RENTED 1E,F,G,H 7 1960 CIMARRON 6752 TO 6758 HOLLISTER 4-PLEX APT./4 RENTED 1I,J,K,L 7
A & A Exhibit B - Rentals - MPC to Comm Serv Page 8 of 9 13 COLSTRIP 1 & 2 TOWNSITE PROPERTIES
TAXPAYER STATUS AS OF NUMBER AREA ADDRESS 11/15/99 LOT BLOCK - -------- ---- ------- ------------ --- ----- APARTMENTS 2 2 BDRM $360/mo; 2 3 Bdrm $410./mo RENTED COLSTRIP TOWNSITE 15 ASH A-D 4 PLEX UNIT 2 18 1 COLSTRIP TOWNSITE 18 ASH A-D 4 PLEX UNIT 3 23 1 COLSTRIP TOWNSITE 29 ASH A-D 4 PLEX UNIT 2 19 1 COLSTRIP TOWNSITE 30 ASH A-D 4 PLEX UNIT 3 22 1 COLSTRIP TOWNSITE 45 ASH A-D 4 PLEX UNIT 3 20 1 COLSTRIP TOWNSITE 46 ASH A-D 4 PLEX UNIT 4 21 1 COLSTRIP TOWNSITE 21 CHERRY A-D 4 PLEX UNIT 2 50 COLSTRIP TOWNSITE 27 CHERRY A-D 4 PLEX UNIT 2 50 HOUSES 1083 COLSTRIP TOWNSITE 323 WILDRYE HOUSE VACANT 1 9
A & A Exhibit B - Rentals - MPC to Comm Serv Page 9 of 9 14 Colstrip Other Lands SPECIAL WARRANTY DEED FOR A VALUABLE CONSIDERATION, the receipt of which is acknowledged, the undersigned, THE MONTANA POWER COMPANY, a Montana corporation, successor by merger to The Montana Power Company, a New Jersey corporation hereinafter called Grantor, hereby grants, assigns and transfers unto COLSTRIP COMM SERV, LLC 303 North Broadway, Suite 400 Billings, MT 59101 hereinafter called Grantee, the real property, easements and other rights in real property in Rosebud County, Montana, described on Exhibit A attached hereto and made a part hereof, together with all tenements, hereditaments, and appurtenances thereunto belonging or in anyway appertaining, including the water rights listed on Exhibit B attached hereto and made a part hereof, excepting and reserving to Grantor, and its successor and assigns, all right, title and interest in the easements and other rights in real property described on Exhibit C and Exhibit D attached hereto and made a part hereof. TO HAVE AND TO HOLD unto the Grantee, and to its successors and assigns, forever, SUBJECT TO THE FOLLOWING: (a) Reservations and exceptions in patents from the United States and the State of Montana. (b) Recorded and apparent easements and rights-of-way. (c) Mineral and royalty reservations or conveyances of record, oil and gas leases of record, and mineral and coal leases of record. (d) All building, use, zoning, sanitary and environmental restrictions, and waivers. (e) Taxes and assessments, including special improvement district assessments, for 1999 and subsequent years. (f) Rights of tenants or lessees of any of the property. (g) All exceptions and reservations made by Grantor herein, including but not limited to those listed on Exhibit C and Exhibit D. (h) All Permitted Liens as defined in the Asset Purchase Agreement dated as of October 31, 1998, as amended on June 29, 1999 and on October 29, 1999, between Grantor and Grantee (as amended, the "Asset Purchase Agreement"), to the extent they are not included in exceptions (a) through (g) above. (i) Terms and conditions of a Ownership and Operation Agreement between The Montana Power Company, Puget Sound Power and Light Company, The Washington Water Power Company, Portland General Electric Company, and Pacific Power & Light -1- TO COLSTRIP OTHER LANDS 12/10/99-Other Lands 15 Colstrip Other Lands Company dated May 6, 1981, as amended October 11, 1991 and July 13, 1998 ("Ownership and Operation Agreement"). (j) Terms and conditions of a Construction and Ownership Agreement between The Montana Power Company and Puget Sound Power & Light Company dated July 30, 1974, as amended October 21, 1998 ("Construction and Ownership Agreement"). (k) Colstrip Townsite Services Agreement dated ____________, 1987 between Colstrip Community Services Company, Western Energy Company, The Montana Power Company, Puget Sound Power and Light Company, Portland General Electric Company, Pacificorp and the Washington Water Power Company, as amended by letter agreements extending its term to July 1, 2000. Excepting the matters referenced in subparagraphs (a) through (k) above and conveyances and encumbrances for curative purposes, Grantor does hereby warrant and forever defend all and singular the interests in real property, easements and other rights set forth in Exhibit A unto the Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but against none other. So long as the Project (as defined in the Ownership and Operation Agreement or in the Construction and Ownership Agreement) or any part thereof as originally constructed, reconstructed or added to is used or useful for the generation of electrical power and energy, or to the end of the period permitted by applicable law, whichever occurs first, Grantee, by acceptance of this Special Warranty Deed, waives its right to partition whether by partition in kind or sale and division of the proceeds thereof, and agrees that it will not resort to any action at law or in equity to partition and further waives the benefit of all laws that may now or hereafter authorize such partition of the properties comprising Colstrip Units 3 and 4 or Colstrip Units 1 and 2. It is agreed that this covenant shall be deemed to run with the land. For purposes of this Deed the following terms are defined: "Colstrip Units 1 and 2" shall mean the two 333 MW (gross capacity) coal-fire steam electric generating units located in Colstrip, Montana, and referred to herein as "Colstrip Unit 1" and Colstrip Unit 2" respectively. "Colstrip Units 3 and 4" shall mean the two 805 MW (gross capacity) coal-fired steam electric generating units located in Colstrip, Montana, and referred to herein as "Colstrip Unit 3" and Colstrip Unit 4" respectively. DATED: December __, 1999. THE MONTANA POWER COMPANY By ------------------------------------- Its ------------------------------------ -2- 12/10/99-Other Lands TO COLSTRIP OTHER LANDS 16 Colstrip Other Lands STATE OF MONTANA ) ) ss: County of Yellowstone ) This instrument was acknowledged before me on December , 1999, by -- - -------------------------------------------------------------------------------- [Name(s) of Person(s)] as ----------------------------------------------------------------------------- [Type of Authority, e.g., officer, trustee, partner, attorney-in-fact] of THE MONTANA POWER COMPANY. -------------------------------------- Notary Public for the State of Montana Residing at Billings, Montana My commission expires: --------------- (SEAL) -3- 12/10/99 - Other Lands TO COLSTRIP OTHER LANDS 17 Colstrip Other Lands PREAMBLE TO EXHIBITS TO SPECIAL WARRANTY DEED 1. As used in this Deed, the following defined terms have the meanings indicated below: a. "Apportioned" with respect to an easement means to divide or allocate the rights and obligations under the easement between Grantor and Grantee, such that Grantee will own the rights and bear the obligations under the easement to the extent the easement is used in connection with the operation of the Unit and Grantor will retain all other rights and obligations under the easement. b. "Deed" means the Special Warranty Deed to which this Preamble is attached, including the Exhibits and this Preamble. c. "DNRC" means the Montana Department of Natural Resources and Conservation. d. "Exhibits" means Exhibit A, B and C (and Exhibit D if attached) attached to and made a part of this Deed. e. "Excluded Assets" has the meaning ascribed to it in the Asset Purchase Agreement. f. "FERC License" - intentionally omitted. g. "Interconnection Agreement" means the Generation Interconnection Agreement of even date herewith between Grantor and Grantee. h. "MPC" and "MPCO" mean The Montana Power Company. i. "Point of Interconnection" means the Point of Interconnection for the Unit, if any, as defined in the Interconnection Agreement. j. "Prior Easements" means easements, other than those described in Exhibit D, in existence prior to the execution of this Deed which were intended to be used for the same purposes as those easements reserved in Exhibit C. k. "Project Boundary" - intentionally omitted. l. "Separation Agreement" means the Separation of Assets Agreement of even date herewith between Grantor and Grantee. m. "Unit" means Colstrip Other Lands extended to the Point of Interconnection, if any, excepting Excluded Assets. n. Terms defined elsewhere in this Deed shall have the meanings ascribed thereto. 2. All recording data and recording references set forth in the Exhibits refer to the records in the office(s) of the Clerk and Recorder of the county(ies) referenced on the first page of this Deed and references to certificates of survey, subdivision plats, townsites or the like refer to plats as filed in the office(s) of the Clerk and Recorder of said county(ies). -1- 12/10/1999-Other Lands TO COLSTRIP OTHER LANDS PREAMBLE 18 Colstrip Other Lands 3. "Recording References" are only for informational purposes and for purposes of complying with the Montana Subdivision and Platting Act, Mont. Code Ann., Title 76, Chapter 3, and shall not be construed as expanding, limiting or otherwise affecting the lands, estates or interests transferred. 4. All maps, schedules and exhibits referred to in the Exhibits are attached thereto and by reference made a part thereof. 5. to the extent of any conflict between Prior Easements and the easements reserved in Exhibit C, the easements reserved in Exhibit C shall govern as between Grantee and Grantor, but nothing in this Deed shall otherwise affect or abrogate any rights under the Prior Easements. (intentionally left blank) -2- 12/10/1999-Other Lands TO COLSTRIP OTHER LANDS PREAMBLE 19 Colstrip Other Lands EXHIBIT "A" TO SPECIAL WARRANTY DEED AN UNDIVIDED 50% INTEREST AS TENANT IN COMMON IN AND TO THE REAL PROPERTY AND EASEMENTS DESCRIBED IN SCHEDULE II OF EXHIBIT "A". SCHEDULE I: INTENTIONALLY OMITTED SCHEDULE II: COLSTRIP UNITS 1 AND 2 OTHER Parcel 6 That portion of Section 28 in Township 2 North, Range 41 East, PMM, described as Tract 1B of Amended Tract 1 of Certificate of Survey No. 27872 filed July 9, 1981, for record in the office of the Clerk and Recorder of Rosebud County, Montana as Document No. 32272. Parcel 7 That portion of Section 27 in Township 2 North, Range 41 East, PMM, described as Tract 1B-1, Tract 1B-2, Tract 1B-3 and Tract 1B-4 of Amended Tract 1B of Amended Tract 1 of Certificate of Survey No. 27874 filed December 1, 1982 for record in the office of the Clerk and Recorder of Rosebud County, Montana as Document No. 37509, Excepting therefrom Certificate of Survey No. 27087 and Tract 3 of Certificate of Survey No. 27874, subject to dedication of Tract 1B-4 (Power Road and Pinebutte Drive) as a public roadway. Parcel 8 That portion of Section 27 in Township 2 North, Range 41 East, PMM, described as Tract E1, and Tract 1C of Certificate of Survey No. 35013 filed March 26, 1982 for record in the office of the Clerk and Recorder of Rosebud County, Montana as Document No. 35013, subject to dedication of Tract 1C (Power Road) as a public roadway. Parcel 8A That portion of Section 27 in Township 2 North, Range 41 East, PMM, described as Tract E of Certificate of Survey No. 35013 filed March 26, 1982 for record in the office of the Clerk and Recorder of Rosebud County, Montana as Document No. 35013. Parcel 8B That portion of Section 27 in Township 2 North, Range 41 East, PMM, described as Tract 1-B-1 of Amended Tracts 1-A and 1-B of Certificate of Survey No. 35013 and dedication of Tracts D and F, filed September 15, 1986 for record in the office of the Clerk and Recorder of Rosebud County, Montana as Document No. 54728. -1- 12/10/1999-Other Lands TO COLSTRIP OTHER LANDS EXHIBIT A 20 Colstrip Other Lands EXHIBIT "A" TO SPECIAL WARRANTY DEED Continued (Schedule II) Parcel 9 That portion of Section 34 in Township 2 North, Range 41 East, PMM, described as Tract 1-A, Tract 1-B, Tract 1-B-1, Tract 1-B-2, Tract 1-D, and Tract 1-E of Certificate of Survey No. 54257 amending Certificate of Survey No. 27875 (Tract 1), No. 27878 Certificate of Survey No. 34994 and dedication of tracts 1-A-2, 1-B-2, 1-B and 1-D filed July 30, 1986 for record in the office of the Clerk and Recorder of Rosebud County, Montana, as Document No. 54257, subject to dedication of Tract 1-A-2, Tract 1-B, Tract 1-B-2, and Tract 1-D (Willow Avenue) as a public roadway. Parcel 10 Intentionally deleted and replaced by 10A, B, C and D. Parcel 10A That portion of the W 1/2 SE 1/4, Section 27 and the W 1/2 E 1/2 of Section 34, Township 2 North, Range 41 East, described as Parcel 10A of Certificate of Survey No. 85560 filed March 17, 1999 for record in the office of the Clerk and Recorder of Rosebud County, Montana under Document No. 85560. Parcel 10B That portion of the W 1/2 E 1/2 of Section 34, Township 2 North, Range 41 East, described as Parcel 10B of Certificate of Survey No. 85560 filed March 17, 1999 for record in the office of the Clerk and Recorder of Rosebud County, Montana under Document No. 85560. Parcel 10C That portion of the E 1/2, Section 27, S 1/2 SW 1/4 SW 1/4, Section 26, W 1/2 NW 1/4, Section 35, and NE 1/4 NE 1/4 NE 1/4, Section 34, all in Township 2 North, Range 41 East, described as Parcel 10C of Certificate of Survey No. 85789 filed April 19, 1999 for record in the office of the Clerk and Recorder of Rosebud County, Montana under Document No. 85789. Parcel 10D A tract of land in Section Twenty-six (26), Township Two (2) North, Range Forty-one (41) East, Principal Montana Meridian; described as follows: Beginning at the South Quarter corner of Section 26, T2N, R41E, PMM; thence N00 (degrees) 10'05"E along the north-south mid-section line of Section 26 a distance of 653.62 feet; thence S89 (degrees) 44'30"W a distance of 661.87 feet; thence N00 (degrees) 11'04"E a distance of 1963.29 feet to the east-west mid-section line of said Section; thence N89 (degrees) 57'08"E along said east-west mid-section line a distance of 1986.53 feet; thence S00 (degrees) 14'49"W a distance of 2618.32 feet to the south line of said Section; thence N89 (degrees) 52'55"W along said south line a distance of 1321.62 feet to the point of beginning; together with the right to construct and maintain such private access on, over, under or across Grantor's adjoining properly lying southerly and westerly of the said property in Section 26 hereinabove described as may be required by Grantees, their successors or assigns, for or reasonably incidental to the use and enjoyment of the above described tract of land. As used in this deed the term "Private Access" has reference to a corridor two hundred (200) feet in width within which will be located all facilities necessary or useful for the full use and enjoyment of the tracts of land herein conveyed to Grantees, and includes, but is not limited to, roadways, pipelines for water, gas or other substances, ditches, conduits, canals, conveyers, electric transmission and distribution lines and all other related facilities. Such Private Access shall be installed and maintained in accordance with reasonable and necessary standards as prescribed by Grantor. -2- 12/10/1999-Other Lands TO COLSTRIP LANDS EXHIBIT A 21 Colstrip Other Lands EXHIBIT "A" TO SPECIAL WARRANTY DEED Continued (Schedule II) This description was used in a deed recorded October 31, 1972 in Book 72 Deeds, page 500, and also shown as description 2 of Certificate of Survey No. 1660 on file in the office of the Clerk and Recorder of Rosebud County, Montana. The Grantor in the Deed and referred to in the Grant of Easement across adjacent land owned by the Grantor was Burlington Northern Inc. Parcel 11 Lots 18, 19, 20, 21, 22 and 23, Block 1, Lot 1 in Block 9, and all of Block 50, of the COLSTRIP TOWNSITE, Rosebud County, Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County, under Document No. 11034. Parcel 12A Intentionally omitted. Parcel 12B Intentionally omitted Parcel 12C Township 2 North, Range 41-East, PMM, Rosebud County Section 5: S 1/2, NE 1/4, Excepting therefrom that portion as deeded to the Sate of Montana for Highway right of way. Section 8: All, Excepting therefrom the Burlington Northern Railroad Right of Way; also Excepting therefrom that portion as deeded to the State of Montana for Highway right of way. (intentionally left blank) -3- 12/10/1999-Other Lands TO COLSTRIP OTHER LANDS EXHIBIT A 22 Colstrip Other Lands EXHIBIT "A" TO SPECIAL WARRANTY DEED SCHEDULE III: INTENTIONALLY OMITTED AN UNDIVIDED 15% INTEREST AS TENANTS IN COMMON IN AND TO THE REAL PROPERTY AND EASEMENTS DESCRIBED IN SCHEDULE IV SCHEDULE IV: UNIT 3 OTHER Parcel 20 That portion of Section 28 in Township 2 North, Range 41 East, PMM, described as Tract 1A of Amended Tract 1 of Certificate of Survey No. 27872 filed July 9, 1981, for record in the office of the Clerk and Recorder of Rosebud County, Montana as Document No. 32272. Parcel 21 (intentionally deleted) Parcel 22 That portion of Section 21 in Township 2 North, Range 41 East, PMM, described as Tract 1A-1 of Amended Tract 1A of Amended Tract 1 of Certificate of Survey No. 27879 filed October 19, 1982 for record in the Clerk and Recorder of Rosebud County, Montana as Document No. 37085. Parcel 23 That portion of Section 33 in Township 2 North, Range 41 East, PMM, described as Tract 1 Amended of Certificate of Survey No. 85920, filed May 4, 1999 for record in the office of the Clerk and Recorder of Rosebud County, Montana as Document No. 85920, excepting therefrom: (a) Tract 2 of Certificate of Survey No. 44126 (b) Castle Rock Lake Subdivision First Filing Document No. 37500 (c) Castle Rock Lake Subdivision Second Filing Document No. 37501 (d) Castle Rock Lake Subdivision Third Filing Document No. 37502 (e) Cimarron Subdivision First Filing Document No. 37503 (f) Plat of Amended Lots 19 and 20, Block 5 Cimarron Subdivision First Filing Document No. 86070 -4- 12/10/1999 - Other Lands TO COLSTRIP OTHER LANDS EXHIBIT A 23 Colstrip Other Lands EXHIBIT "A" TO SPECIAL WARRANTY DEED (Continued) (Schedule IV) (g) Amended Plat of Cimarron Subdivision Second Filing Document No. 39051 (h) Cimarron Subdivision Third Filing Document No. 37505 Parcel 24 That portion of Sections 21 and 22 in Township 2 North, Range 41 East, PMM, described as Tract 1 of Certificate of Survey No. 44906 filed August 4, 1984 for record in the office of the Clerk and Recorder of Rosebud County, Montana as Document No. 44906. Parcel 25 That portion of Section 22 in Township 2 North, Range 41 East, PMM, described as Tract 1 of Certificate of Survey No. 44909 filed August 14, 1984 for record in the office of the Clerk and Recorder of Rosebud County, Montana as Document No. 44909. Parcel 26 That portion of Section 21 in Township 2 North, Range 41 East, PMM, described as Tract 1 of Certificate of Survey No. 44910 filed August 14, 1984 for record in the office of the Clerk and Recorder of Rosebud County, Montana as Document No. 44910. Parcel 27 That portion of Section 22 in Township 2 North, Range 41 East, PMM, described as Tract 1 of Certificate of Survey No. 44911 filed August 14, 1984 for record in the office of the Clerk and Recorder of Rosebud County, Montana as Document No. 44911. Parcel 28 That portion of Section 22 in Township 2 North, Range 41 East, PMM, described as Tract 1 of Certificate of Survey No. 44912 filed August 14, 1984 for record in the office of the Clerk and Recorder of Rosebud County, Montana as Document No. 44912. Parcel 29 That portion of Section 22 in Township 2 North, Range 41 East, PMM, described as Tract 1 of Certificate of Survey No. 44907 filed August 14, 1984 for record in the office of the Clerk and Recorder of Rosebud County, Montana as Document No. 44907. Parcel 30 That portion of Section 22 in Township 2 North, Range 41 East, PMM, described as Tract 1 of Certificate of Survey No. 44908 filed August 14, 1984 for record in the office of the Clerk and Recorder of Rosebud County, Montana as Document No. 44908. Parcel 31 That portion of Section 27 in Township 2 North, Range 41 East, PMM, described as Tract 1A-1, Tract 1A-2, and Tract 1A-3 of Amended Tract 1A of Amended Tract 1 of Certificate of Survey No. 27874 filed December 1, 1982 for record in the office of the Clerk and Recorder of Rosebud County, Montana as Document No. 37510, subject to Dedication of Tract 1A-3 (Pinebutte Drive) as a public roadway. -5- 12/10/1999 - Other Lands TO COLSTRIP OTHER LANDS EXHIBIT A 24 Colstrip Other Lands EXHIBIT "A" TO SPECIAL WARRANTY DEED (Continued (Schedule IV) Parcel 32 Township 2 North, Range 42 East P.M.M., Rosebud County, Montana Section 31: N 1/2 Section 32: N 1/2 Section 30: S 1/2 SE 1/4, S 1/2 SE 1/4 SW 1/4 Township 1 North, Range 42 East, P.M.M., Rosebud County, Montana Section 4: SW 1/4 Parcel 33 Lot 12, Block 1, and Lots 6, 7, 10, 11, 12, 17 and 19, Block 3, of The Amended Plat of BIG TIMBER SUBDIVISION, Corrected Plat of Eastside Townsite Expansion, Rosebud County, Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County, under Document No. 29033. Lots 1C, 1H and 1J, Block 6, Lots 3E, 3F, 3H, 3L, Block 7, Lots 2C, 2D, 2F, 2G, 3, 5, and 6, Block 8, and Lots 2D, 2F, 3B, 3C, 3E, 3G, 4A, 4B, 4C, 4D, and 4E, Block 9, of The Plat of BIG TIMBER SUBDIVISION, Amended Plat of Eastside Townsite Expansion, Rosebud County, Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County, under Document No. 29032. Lots 1, 2, 3, 4, 5, 6, 7, and 8, of Block 8, Lots 1, 2, 3, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16 and 18, of Block 9, Lots 1 and 5, of Block 11, Lots 1, 2, 3, 4, 6 and 11, Block 4, and Lots 1, 2, 4, 5 and 6, Block 5, of The Amended Plat of STILLWATER SUBDIVISION, Rosebud County, Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County, under Document No. 29031. Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14, Block 1, Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23, Block 2, Lots 1, 2, 3, 4 and 5, Block 3, Lots 7, 8, 10, 11, 12 and 13, Block 5, Lots 3, 7, 8, 9, 12, 13, 14 and 15, Block 6, Lot 20, Block 7, Lots 5 and 11, Block 8, and Lot 5, Block 11 of The Amended Plat of SWEETGRASS SUBDIVISION, First Filing, Rosebud County, Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County, under Document No. 40609. -6- 12/10/1999-Other Lands TO COLSTRIP OTHER LANDS EXHIBIT A 25 Colstrip Other Lands EXHIBIT "A" TO SPECIAL WARRANTY DEED (Continued (Schedule IV) Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13, Block 1, Lots 1, 2, 3, 4, 6, 7, 8 and 13, Block 2, Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 16, 18, 19 and 20, Block 3, Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30 and 31, Block 6, and Lots 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19, 20, 21, 22 and 23, Block 7, of the Amended Plat of STILLWATER SUBDIVISION, Rosebud County, Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County, under Document No. 40611. Lots 4 and 18, Block 3, Lot 12 Block 4, Lots 3 and 4, Block 6, of CIMARRON SUBDIVISION, Second Filing, Rosebud County, Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County, under Document No. 37504. Lots 6, 7, 10 and 31, Block 4, of CASTLE ROCK LAKE SUBDIVISION, Second Filing, Rosebud County, Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County, under Document No. 37501. Lots 32, 33 and 34, Block 4, of CASTLE ROCK LAKE SUBDIVISION, Third Filing, Rosebud County, Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County, under Document No. 37502. Tracts 5, 8, 11, 33, 34, 35, 36, 37, 38, 39, 40, 41, 43, 44, 45, 47, 48, 49, of SWEETGRASS ACREAGE TRACTS SUBDIVISION. This Subdivision Plat Amends a portion of Amended Plat of Sweetgrass Subdivision, First Filing, Sweetgrass Subdivision, Second Filing, and a portion of Amended Plat of Sweetgrass Subdivision, Third Filing, Rosebud County Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County, under Document No. 44417. Lots 12, 14, 15, 19, 20, 21, and 24, Block 3, and Lot 16, Block 4, of CIMARRON SUBDIVISION, Second Filing, Rosebud County, Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County, under Document No. 37504. -7- 12/10/1999-Other Lands TO COLSTRIP OTHER LANDS EXHIBIT A 26 Colstrip Other Lands EXHIBIT "A" TO SPECIAL WARRANTY DEED (Continued (Schedule IV) Lots 32, 33, 34, 35 and 36, Block 2, Lots 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32A, 32B, 32C, 32D, 32E, 32F, 32G, 32H, 32I, 32J, 32K, 32L, 32M, 32N, 32O, 32P, 32R, 32S, 32T, 32U, 32V, W, X, Y, Block 5, and Lots 1A, B, C, D, 1E, F, G, H, 1I, J, K, L, 1M, 32Q, and 32Z, Block 7, and Lot 19, Block 4, of CIMARRON SUBDIVISION, First Filing, Rosebud County, Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County. Lot 1B, Block 8, and Lots 1B, 2, and 3, Block 9, of CIMARRON SUBDIVISION, Third Filing, Rosebud County, Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County, under Document No. 37505. Lots 2A, 2B and 2C, Block 11, of the Second Amended Plat of Block 11 of STILLWATER SUBDIVISION, Rosebud County, Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County, under Document No. 73210. Lots 1A, 1B, 1C, 1D, 1E and 1F, Block 1 and Lots 1A, 1B, 1C and 1D, Block 2 of CASTLEROCK LAKE SUBDIVISION, First Filing, Rosebud County, Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County, under Document No. 37500. Lot 2 in Block 43 and Lots 1 and 2 in Block 46 of the CORRECTED PLAT OF THE AMENDED PLAT OF BLOCKS 43 AND 46 OF COLSTRIP TOWNSITE, Rosebud County, Montana, according to the official plat thereof on file and of record in the office of the Clerk and Recorder of said County, under Document No. 28708. Parcel 34 Intentionally deleted -8- 12/10/1999-Other Lands TO COLSTRIP OTHER LANDS EXHIBIT A 27 Colstrip Other Lands EXHIBIT "A" TO SPECIAL WARRANTY DEED SCHEDULE V: INTENTIONALLY OMITTED SCHEDULE VI: INTENTIONALLY OMITTED (intentionally left blank) -9- 12/10/1999-Other Lands TO COLSTRIP OTHER LANDS EXHIBIT A 28 Colstrip Other Lands EXHIBIT "B" TO SPECIAL WARRANTY DEED WATER RIGHTS 1. Grantor's interest in the water right under Statement of Claim No. 42KJ W094426-00(G). 2. Grantor's interest in the water right under Statement of Claim No. 42KJ W094430-00(G). 3. An undivided 15.00% interest in Statement of Claim No. 42A W173938-00(S). 4. An undivided 15.00% interest in Statement of Claim No. 42A W173939-00(G). 5. An undivided 15.00% interest in Statement of Claim No. 42A W173943-00(S). All water rights listed above are subject to final adjudication under Montana Code Annotated, Title 85, Chapter 2, Part 2. (intentionally left blank) -1- 12/10/1999-Other Lands TO COLSTRIP OTHER LANDS EXHIBIT B 29 Colstrip Other Lands EXHIBIT "C" TO SPECIAL WARRANTY DEED RESERVATIONS AND EXCEPTIONS I. EASEMENTS. A. All easements other than the Exhibit D easements granted or reserved to Grantor or its predecessors in interest in the property described in Exhibit A to the extent such easements are not used or held for use in connection with the Unit, and to the extent such easements are used in part in connection with the operation of the Unit and in part for purposes other than in connection with the operation of the Unit, such easements shall be Apportioned. B. Easements of the width specified below upon which to construct, operate, maintain, repair, replace, upgrade, relocate and remove overhead or underground electric power lines, communication systems, including without limitation fiber optic cable, necessary appurtenances and guy wires which may extend beyond the easement width, over, under, along and across that certain real property located in Rosebud County, Montana and described below, together with reasonable right of ingress and egress from the right-of-way over lands conveyed to Grantee using existing roads and trails where practicable, the right to use and keep all of said easement areas free and clear of any and all permanent obstructions except property line fences and the right to trim, clear and remove all timber, brush or vegetation from the rights-of-way which may endanger said lines or facilities; provided, however, that the facilities of Grantee shall be so installed and operated as not to burden or unreasonably interfere with those of Grantor or its successors or assigns as owner or project user of any of the thermal electric generating facilities known as Colstrip Units #1, #2, #3 and #4 located near Colstrip, Montana (including, without limitation, the "Common Facilities" as defined in the Common Facilities Agreement) or the transmission line facilities described in the Colstrip Project Transmission Agreement, all as amended from time to time (collectively, the "Project"), the construction on the Project lands of additional generating units, the ultimate full utilization of the land for the Project or Grantor's fulfillment of Grantor's obligations to other owners or project users of the Project. In the event Grantor proposes to install or operate facilities which would require the relocation of Grantee's installed facilities, Grantor shall have the right to require such relocation, if Grantor bears all direct and indirect costs of such relocation. The rights and obligations of Grantor and Grantee shall be binding upon and inure to the benefit of their respective successors and assigns. This easement does not modify or diminish the respective rights or obligations of Grantor or Grantee as owners and project user of the Project. 1. Width- 20 feet Description- That portion of Parcels 6, 7 and 9 of Exhibit A having the easement centerline described and depicted on Map 5. 2. Width- 20 feet Description- That portion of Parcels 7, 8, 10A and 10C of Exhibit A having the easement centerline described and depicted on Map 6. 3. Width- 20 feet Description- That portion of Parcels 8, 8A and 10C of Exhibit A having the easement centerline depicted on Map 7. -1- 12/10/1999-Other Lands TO COLSTRIP OTHER LANDS EXHIBIT C 30 Colstrip Other Lands EXHIBIT C TO SPECIAL WARRANTY DEED (Continued) 4. Width - 20 feet Description - That portion of Parcels 7, 10A, 10B, 10C of Exhibit A having the easement centerline described and depicted on Map 8. 5. Width - 20 feet and 40 feet Description - That portion of Parcels 9, 10A and 10B of Exhibit A having the easement centerlines described and depicted on Map 13. 6. Width - The perimeter of the easement area (approximately 200 feet in width) is described on Map 14. Description - That portion of Parcels 8, 8A and 10C of Exhibit A enclosed within the perimeter of the easement area as depicted on Map 14. 7. Width - The perimeter of the easement area (approximately 300 feet in width) is described on Map 15. Description - That portion of Parcel 10C of Exhibit A enclosed within the perimeter of the easement area, as depicted on Map 15. The rights and purposes of the easement as set forth in the Easement Quit Claim Deed described in Exhibit D, item 25. 8. Description - All easement and other rights for distribution lines along utility easements set forth in such subdivisions and townsite plats and restrictions and regulations therefor, together and with all rights for existing transmission lines therein wherever located. MAPS NUMBERED 1, 2, 3, 4, 9, 10, 11 AND 12 ARE INTENTIONALLY OMITTED. C. Easements of the width specified below upon which to construct, operate, maintain, repair, replace, upgrade, relocate and remove overhead or underground communication lines, telecommunication systems, fiber optic lines, telephone lines, related communication facilities, necessary appurtenances and guy wires which may extend beyond the easement width, over, under, along and across that certain real property described below, together with the reasonable right of ingress to and egress from the rights-of-way over lands conveyed to Grantee using existing roads and trails where practicable, the right to use and keep all of said easement areas free and clear of any and all permanent obstructions except property line fences and the right to trim, clear and remove all timber, brush or vegetation from the rights-of-way which may endanger said lines or facilities. -2- 12/10/1999-Other Lands TO COLSTRIP OTHER LANDS EXHIBIT C 31 Colstrip Other Lands EXHIBIT "C" TO SPECIAL WARRANTY DEED (Continued) 1. Width- 10 feet for each line (5 feet on each side of the centerline of the communication lines as they presently exist) Description- For all existing communication lines owned by Grantor pursuant to the Separation Agreement as said lines, or any portion of the right-of-way of the specified width of said lines, are presently located and existing across the lands conveyed by this Deed. 2. Width- 10 feet for each line Description- For future communication lines, to the extent necessary or appropriate for Grantor's operations, at locations across the lands conveyed by this Deed to be mutually determined by Grantor and Grantee. D. Easements other than electric lines: 1. As to Parcel 7 of Exhibit A, that Access Road and Water Line Easements described and depicted in the instrument dated June 25, 1999, recorded in Book 92 Deeds, page 255. 2. As to Parcel 10A of Exhibit A, that Access and Parking Easement described and depicted in the Quitclaim Deed dated June 25, 1999, recorded in Book 92 Deeds, page 243. II. INTERCONNECTION/SEPARATION RIGHTS GRANTED TO AND RESERVED BY GRANTOR To the extent not covered by specific easement reservations in Section I, easements and other rights, as provided by and subject to the provisions of the Interconnection Agreement and Separation Document, both incorporated herein by reference, such easements and other rights for the Grantor's use of the real property conveyed by the Deed, including but not limited to the right to construct, operate, maintain, repair, upgrade and remove facilities thereon and therein and the right of ingress and egress over, across, under and through said real property. Notice is hereby given that the facilities which are or will be owned by Grantor pursuant to the Asset Purchase Agreement, Interconnection Agreement or Separation Document and which are located on or in the property conveyed by the Deed are solely the property of Grantor and shall not be considered fixtures or in any way part of the real property. -3- 12/10/1999-Other Lands TO COLSTRIP OTHER LANDS EXHIBIT C 32 [MAP #5 OF ROSEBUD COUNTY, MONTANA] 33 [MAP #5 OF ROSEBUD COUNTY, MONTANA] 34 [MAP #5 OF ROSEBUD COUNTY, MONTANA] 35 [MAP #6 OF ROSEBUD COUNTY, MONTANA] 36 [MAP #6 OF ROSEBUD COUNTY, MONTANA] 37 [MAP #6 OF ROSEBUD COUNTY, MONTANA] 38 [TO COLSTRIP OTHER LANDS EXHIBIT C - MAP 7] 39 [MAP #8 OF ROSEBUD COUNTY, MONTANA] 40 [MAP #8 OF ROSEBUD COUNTY, MONTANA] 41 [MAP #13 OF ROSEBUD COUNTY, MONTANA] 42 [MAP #13 OF ROSEBUD COUNTY, MONTANA] 43 [MAP #14 OF ROSEBUD COUNTY, MONTANA] 44 [TO COLSTRIP OTHER LANDS EXHIBIT C - MAP 15] 45 Colstrip Other Lands EXHIBIT "D" TO SPECIAL WARRANTY DEED By reference to the documents hereafter described, all the terms, descriptions, conditions and rights therein are incorporated in this Special Warranty Deed as if set forth in their entirety for the purpose of this exception and reservation to the Grantor. For convenience sake only, the parcel number from Exhibit "A" is given, even though the lands impacted may only be a portion of the parcel. The terms of the described documents will control as to the extent of the easements. 1. Right-of-Way Easement dated May 13, 1968 granted to The Montana Power Company, recorded July 1, 1968 in Book 68 Deeds, page 461, impacts Parcel 11. 2. Right-of-Way Easement dated March 28, 1971 granted to The Montana Power Company, recorded January 10, 1975 in Book 73 Deeds, page 830, impacts Parcels 5 and 12C. 3. Right-of-Way Easement dated June 25, 1974 granted to The Montana Power Company, recorded May 20, 1975 in Book 74 Deeds, page 41, impacts Parcels 2, 2a, and 6 and other lands. 4. Right-of-Way Easement dated April 15, 1976 granted to The Montana Power Company, recorded April 21, 1976 in Book 74 Deeds, page 613, impacts Parcels 2a, 3, 6, and 7 and other lands. 5. Right-of-Way Easement dated October 22, 1982 granted to The Montana Power Company, recorded October 25, 1982 in Book 79 Deeds, page 278, impacts Parcels 6 and 7. 6. Right-of-Way Easement dated December 29, 1955 granted to The Montana Power Company, recorded January 2, 1976 in Book 74 Deeds, page 466, impacts Parcel 11 and other lands. 7. Right-of-Way Easement dated December 31, 1975 granted to The Montana Power Company, recorded January 8, 1976 in Book 74 Deeds, page 483, impacts Parcel 11 and other lands. 8. Right-of-Way Easement dated January 5, 1976 granted to The Montana Power Company, recorded January 13, 1976 in Book 74 Deeds, page 483, impacts Parcel 11 and other lands. 9. Right-of-Way Easement dated July 14, 1983 granted to The Montana Power Company, recorded July 19, 1983 in Book 79 Deeds, page 913, impacts Parcel 11 and other lands. 10. Quitclaim Deed dated June 25, 1999 granted to The Montana Power Company, recorded June 25, 1999 in Book 92 Deeds, page 243, impacts Parcel 10A. 11. Access Road and Waterline Easements dated June 25, 1999 granted to The Montana Power Company, recorded June 25, 1999 in Book 92 Deeds, page 255, impacts Parcel 7. -1- 12/14/1999-Other Lands TO COLSTRIP OTHER LANDS EXHIBIT D 46 Colstrip Other Lands EXHIBIT D TO SPECIAL WARRANTY DEED (Continued) 12. Right-of-Way Easement dated October 14, 1924 granted to The Montana Power Company, recorded November 12, 1924 in Book 9 Misc., page 166, records of Rosebud County, Montana, and impacts Parcel 23. 13. Right-of-Way Easement dated June 25, 1974 granted to The Montana Power Company, recorded May 20, 1975 in book 74 Deeds, page 41, records of Rosebud County, Montana, and impacts Parcel 20 and other lands. 14. Right-of-Way Easement dated April 15, 1976, granted to The Montana Power Company, recorded April 21, 1976 in Book 73 Deeds, page 613, records of Rosebud County, Montana, and impacts parcels 20 and 31 and other lands. 15. Right-of-Way Easement dated February 6, 1981, granted to The Montana Power Company, recorded February 17, 1981 in Book 78 Deeds, page 197, records of Rosebud County, Montana, and impacts Parcel 23. 16. Right-of-Way Easement dated April 25, 1985, granted to The Montana Power Company, recorded May 3, 1985 in Book 81 Deeds, page 565, records of Rosebud County, Montana, and impacts Parcel 33. 17. Electric Right-of-Way Easement dated April 25, 1988, granted to The Montana Power Company, recorded May 2, 1988 in Book 83 Deeds, page 718, records of Rosebud County, Montana, and impacts Parcel 27. 18. Right-of-Way Easement dated January 13, 1989, granted to The Montana Power Company, recorded February 18, 1989 in Book 84 Deeds, page 459, records of Rosebud County, Montana, and impacts Parcels 25 and 27. 19. Right-of-Way Easement dated December 29, 1975, granted to The Montana Power Company, recorded January 2, 1976 in Book 74 Deeds, page 466, records of Rosebud County, Montana, and impacts Parcel 33 and other lands. 20. Right-of-Way Easement dated December 31, 1975, granted to The Montana Power Company, recorded January 8, 1976 in Book 74 Deeds, page 483, records of Rosebud County, Montana, and impacts Parcel 33 and other lands. 21. Right-of-Way Easement dated January 5, 1976, granted to The Montana Power Company, recorded January 13, 1976 in Book 74 Deeds, page 485, records of Rosebud County, Montana, and impacts Parcel 33 and other lands. 22. Right-of-Way Easement dated July 14, 1983, granted to The Montana Power Company, recorded July 19, 1983 in Book 79 Deeds, page 913, records of Rosebud County, Montana, and impacts Parcel 33 and other lands. -2- 12/14/1999-Other Lands TO COLSTRIP OTHER LANDS EXHIBIT D 47 Colstrip Other Lands EXHIBIT D TO SPECIAL WARRANTY DEED (Continued) 23. Right-of-Way Easements dated December 10, 1999, granted to The Montana Power Company, recorded December 14, 1999 in Book 92 Deeds, page 698, impacting Parcels 6, 7, 8, 8A, 9, 10A, 10B and 10C. 24. Right-of-Way Easement dated September 9, 1999, granted to The Montana Power Company, recorded December 14, 1999 in Book 92 Deeds, page 728, impacting Parcels 20, 23, 26 and 31. 25. Right-of-Way Easement dated December 10, 1999, granted to Avista Corporation, Portland General Electric Company, Pacificorp, dba (in Montana) as Pacific Power & Light Company, Puget Sound Energy, Inc. and The Montana Power Company, recorded December 14, 1999 in Book 92 Deeds, page 719, impacting Parcel 10C. (intentionally left blank) -3- 12/14/1999-Other Lands TO COLSTRIP OTHER LANDS EXHIBIT D