Common use of Financing Modifications Clause in Contracts

Financing Modifications. Upon the request of the Lessee delivered at least 30 days prior to any proposed financing of a portion of the cost of any Required Modification or non-Severable Modification and subject to the consent of the Owner Participant, the Lessor and the Indenture Trustee shall cooperate with the Lessee, to the extent permitted under Rev. Proc. 2001-28, to (a) issue Additional Notes under the Indenture to finance such Modification which will rank pari passu with the Initial Notes and/or any Additional Notes then outstanding; (b) execute and deliver one or more supplements to the Indenture for the purpose of subjecting the Lessor’s interest in any such Modifications to the Liens thereof, and (c) execute and deliver an amendment to the Facility Lease to reflect the adjustments required by clause (c) below. If the Owner Participant consents to finance such Modifications through the issuance of Additional Notes under Section 2.12(a) of the Indenture (any financing of Modifications through the issuance of such Additional Notes under the Indenture being called a “Supplemental Financing”), such Supplemental Financing shall be subject to the following additional conditions: (a) The Basic Rent and Termination Amounts (determined without regard to any Tax benefits associated with such Modifications, unless the Owner Participant is making an Additional Equity Investment) shall, subject to Section 12.2, be adjusted as agreed to by the Owner Participant and Lessee at the time of such financing; (b) The Rating Agencies have confirmed that such financing shall not result in a withdrawal or downgrade of the credit rating of the Pass Through Certificates below that in effect on the date of the financing (except that, in respect of Required Modifications, this clause (B) will not be applicable); (c) Such financing is for an amount not greater than the Lessor’s Percentage of the cost of the Modifications being financed, nor for an amount less than $20 million multiplied by the Lessor’s Percentage; (d) As of the closing date of the Supplemental Financing, the aggregate balance of the Notes (including the additional debt being financed and taking into account all Modifications) shall not exceed 87% of the fair market value of the Undivided Interest; (e) No Lease Event of Default shall have occurred and be then continuing unless the Modifications are intended to cure such Lease Event of Default and comply in all material respects with the Operative Documents; (f) The final maturity date of the Additional Notes will be no later than the final maturity date of the Initial Notes and will be repaid in full out of additional Basic Rent during the Lease Term; (g) The Owner Participant shall have received an opinion of independent tax counsel to the effect that such Supplemental Financing will not cause any adverse Tax consequences to the Owner Participant; (h) The Supplemental Financing shall not change the Owner Participant’s treatment of the transaction under FASB 13; (i) The Supplemental Financing shall not result in any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code; and (j) The Owner Participant shall be paid a fee of $100,000 in connection with such Supplemental Financing.

Financing Modifications. Upon the request of the Lessee PPL Montana delivered at least 30 90 days prior to any proposed financing of a portion of the Unit Percentage of the cost of any Required Modification or non-Severable Modification and subject to the consent of Modification, the Owner ParticipantLessor, the Lessor Lease Indenture Trustee and the Indenture Pass Through Trustee shall agree to cooperate with the Lessee, to the extent permitted under Rev. Proc. 2001-28, PPL Montana to (a) issue Additional Lessor Notes under the Lease Indenture to finance such Modification which that will rank pari passu with the Initial Notes Lessor Note and/or any Additional Lessor Notes then outstandingoutstanding as to the Indenture Estate; (b) execute and deliver one or more supplements to the Lease Indenture for the purpose of subjecting the Lessor’s interest in any such Modifications to the Liens thereof, ; and (c) execute and deliver an amendment to the Facility Lease to reflect the adjustments required by clause (ciii) below. If ; provided, however, that (x) the Owner Participant consents shall have been given the opportunity, but shall have no obligation, to provide all or part of the funds required to finance the Unit Percentage of the cost of any such Modification by making an Additional Equity Investment in such amount, if any, as it may determine in its sole and absolute discretion, but PPL Montana shall have no obligation to accept such Additional Equity Investment; and (y) the conditions set forth below and in Section 2.12 of the Lease Indenture shall have been satisfied. The obligation to finance such Modifications through the issuance of Additional Lessor Notes under Section 2.12(a) 2.12 of the Lease Indenture (any financing of Modifications through the issuance of such Additional Lessor Notes under the Lease Indenture being called a “"Supplemental Financing”), such Supplemental Financing shall be ") is subject to the following additional conditions: (ai) The there shall be no more than one such financing in any calendar year; provided, however that there shall be no limit with respect to Required Modifications; (ii) the Additional Lessor Notes shall have a final maturity no later than the date that is two years prior to the last day of the Basic Lease Term and will be fully repaid out of additional Basic Lease Rent, as adjusted, during the Facility Lease Term; (iii) appropriate adjustments to Basic Lease Rent and Termination Amounts Value (determined without regard to any Tax tax benefits associated with such Modifications, unless the Owner Participant is making an Additional Equity Investment) shall, subject shall be made to Section 12.2, be adjusted as agreed to by protect the Owner Participant and Lessee at the time of such financingParticipant's Net Economic Return; (biv) The Rating Agencies have confirmed that such financing shall not result in a withdrawal no Significant Lease Default or downgrade of the credit rating of the Pass Through Certificates below that in effect on the date of the financing (except that, in respect of Required Modifications, this clause (B) will not be applicable); (c) Such financing is for an amount not greater than the Lessor’s Percentage of the cost of the Modifications being financed, nor for an amount less than $20 million multiplied by the Lessor’s Percentage; (d) As of the closing date of the Supplemental Financing, the aggregate balance of the Notes (including the additional debt being financed and taking into account all Modifications) shall not exceed 87% of the fair market value of the Undivided Interest; (e) No Lease Event of Default shall have occurred and be then continuing unless the Modifications are intended to cure such Lease Event of Default and comply in all material respects be constructed with the Operative Documents; (f) The final maturity date proceeds of the Additional Notes will be no later than the final maturity date of the Initial Notes and will be repaid in full out of additional Basic Rent during the Lease Term; (g) The Owner Participant shall have received an opinion of independent tax counsel to the effect that such Supplemental Financing will not cause any adverse Tax consequences to the Owner Participant; (h) The Supplemental Financing shall not change the Owner Participant’s treatment of the transaction under FASB 13; (i) The Supplemental Financing shall not result in any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code; and (j) The Owner Participant shall be paid a fee of $100,000 in connection with such Supplemental Financing.the

Financing Modifications. Upon (a) Subject to the satisfaction of the provisions of Section 8 of the Project Lease, upon the written request of the Lessee delivered at least 30 ninety (90) days prior to any proposed financing of a portion of the cost of any Required Modification or non-Severable Modification and subject to the consent of Modification, the Owner Participant, the Lessor and the Indenture Trustee shall agree, subject to Section 11.1(b), to cooperate with the Lessee, Lessee to the extent permitted under Rev. Proc. 2001-28, to (a) issue Additional Senior Notes under the Indenture to finance such Modification which that will rank pari passu with the Initial Senior Notes and/or any Additional Senior Notes then outstandingoutstanding as to the Indenture Estate to finance such Modifications; (b) provided, however, that the Equity Investor shall have been given the opportunity, but shall have no obligation, to provide all or part of the funds required to finance the cost of any such Modification by making an Additional Equity Investment in such amount, if any, as it may determine in its sole and absolute discretion, but the Lessee shall have no obligation to accept such Additional Equity Investment. In connection with any such financing, the Owner Lessor and the Indenture Trustee will execute and deliver one or more supplements to the Indenture for the purpose of subjecting the Lessor’s interest in any such Modifications to the Liens thereof, Lien of the Indenture; and (c) the Lessee and the Owner Lessor will execute and deliver an amendment to the Facility Project Lease to reflect the adjustments required by clause (cb)(iii) below. If . (b) The obligations of the Owner Participant consents Manager and the Indenture Trustee to finance such Modifications through cooperate in the issuance of Additional Senior Notes under pursuant to Section 2.12(a11.1(a) of the Indenture (any financing of Modifications through the issuance of such Additional Senior Notes under the Indenture being called a “"Supplemental Financing”), such Supplemental Financing shall be ") is subject to the conditions set forth in Section 2.12 of the Indenture and to the following additional conditions: (ai) The Basic Rent and Termination Amounts (determined without regard except with respect to any Tax benefits associated with such Required Modifications, unless the Owner Participant is making an Additional Equity Investment) shall, subject to Section 12.2, there shall be adjusted as agreed to by the Owner Participant and Lessee at the time of no more than one such financingfinancing in any calendar year; (bii) The Rating Agencies the Additional Senior Notes (A) shall have confirmed that such financing shall not result in a withdrawal or downgrade of final maturity no later than the credit rating of the Pass Through Certificates below that in effect on the date of the financing (except thatthen-existing Lease Debt, in respect of Required Modifications, this clause and (B) will not be applicable)fully repaid out of Periodic Lease Rent, as adjusted in accordance with clause (iii) below, pursuant to the Project Lease; (ciii) Such financing is appropriate increases to Periodic Lease Rent and Termination Value (for an amount not greater than incremental debt service associated with any Additional Senior Notes) shall be made to provide for the Lessor’s Percentage payment of the cost of Additional Senior Notes and to protect the Modifications being financed, nor for an amount less than $20 million multiplied by the Lessor’s PercentageEquity Investor's Net Economic Return; (div) As of the closing date of the Supplemental Financing, the aggregate balance of the Notes (including the additional debt being financed and taking into account all Modifications) shall not exceed 87% of the fair market value of the Undivided Interest; (e) No no Lease Default or Lease Event of Default shall have occurred and be then continuing unless the Modifications are intended to be constructed with the proceeds of the Additional Senior Notes shall cure such Lease Event of Default default, and comply such Modifications shall be made in all material respects compliance with the Operative Documents; (fv) The final maturity date such Additional Senior Notes represent an aggregate amount of not less than $5,000,000, nor greater than 100% of the Additional Notes will be no later than the final maturity date costs of the Initial Notes and will be repaid in full out Modifications being financed; provided that the aggregate balance of additional Basic Rent during the Lease TermDebt (after taking into account the Additional Senior Notes) shall not exceed 65% of the fair market value of the Project taking into account such Modifications (such fair market value shall, at the request of the Equity Investor or the Indenture Trustee, be determined by an appraiser selected by the Lessee, at the cost of the Lessee, and reasonably acceptable to the Equity Investor) and the Indenture Trustee; (gvi) The Owner Participant the Equity Investor shall have received (A) an opinion of independent tax counsel selected by the Equity Investor and reasonably satisfactory to the Lessee to the effect that such Supplemental Financing financing will not cause any adverse Tax consequences create no incremental tax risk to the Owner ParticipantEquity Investor, and (B) an indemnity, with verification, tax savings and contest rights provisions substantially the same as those set forth in the Tax Indemnity Agreement, against any incremental tax risks resulting from such financing in form and substance reasonably satisfactory to the Equity Investor from the Lessee; (hvii) The the Lessee shall have made or delivered such representations, warranties, covenants, opinions, reports or certificates relating to such Supplemental Financing shall not change as the Owner Participant’s treatment of Equity Investor or the transaction under FASB 13Indenture Trustee may reasonably request; (iviii) The Supplemental Financing the Equity Investor shall not suffer any material adverse accounting effect under GAAP as a result in any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Codesuch Supplemental Financing; and (jix) The Owner Participant shall be paid the Lease Rent Coverage Ratio for both of the immediately preceding two semiannual periods was greater than or equal to 1.20 to 1.00 and the Projected Lease Rent Coverage Ratio for each semiannual period occurring while such Additional Senior Notes are outstanding is reasonably estimated (on a fee of $100,000 basis consistent with estimates used in connection with such Supplemental Financingpreparing the Projections at closing) to be greater than or equal to 1.20 to 1.00, as certified by the Lessee in an Officer's Certificate delivered to the Equity Investor, the Owner Lessor, and the Indenture Trustee and confirmed by the Engineering Consultant in the form attached hereto as Exhibit E. (c) The Lessee shall pay, on an After-Tax Basis, all reasonable out-of-pocket costs and expenses of the Transaction Parties, including the reasonable fees and expenses of counsel to the Equity Investor, the Owner Lessor, the Equity Investor, the Owner Manager, the Indenture Trustee and the Noteholders, in each case to the extent incurred in connection with any financing pursuant to this Section 11.1.

Financing Modifications. Upon the request of AEE delivered to the Lessee delivered Indenture Trustee at least 30 120 days prior to any the proposed financing of a portion the Lessor's Percentage of the cost of any Nonseverable Modification or Required Modification or non-Severable Modification and subject to the consent of Facility, the Owner ParticipantTrust, the Lessor Owner Participant and the Indenture Trustee shall agree to cooperate with the Lessee, to the extent permitted under Rev. Proc. 2001-28, AEE to (a1) issue Additional Lessor Notes under the Indenture to finance such Modification which will rank pari passu with the Initial Notes and/or any Additional Lessor Notes then outstandingoutstanding as to the Indenture Estate; (b2) execute and deliver one or more supplements to the Indenture and the Mortgage for the purpose of subjecting the Lessor’s interest in any such Modifications to the Liens thereof, ; and (c3) execute and deliver an amendment to the Facility Lease to reflect the adjustments required by clause (ciii) below. If ; provided, however, that (a) the Owner Participant consents shall have been given the opportunity, but shall have no obligation, to provide all or part of the funds required to finance the Lessor's Percentage of the cost of any such Modification by making an Additional Equity Investment in such amount, if any, as it may determine in its sole and absolute discretion, but AEE shall have no obligation to accept such Additional Equity Investment and (b) the conditions set forth below and in Section 2.12 of the Indenture shall have been satisfied. The obligation to finance such Modifications through the issuance of Additional Lessor Notes under Section 2.12(a) 2.12 of the Indenture (any financing of Modifications through the issuance of such Additional Lessor Notes under the Indenture being called a “"Supplemental Financing”), such Supplemental Financing shall be ") is subject to the following additional conditions: (ai) The there shall be no more than one such financing in any calendar year (except for Required Modifications); (ii) the Additional Lessor Notes shall have a final maturity no later than the final maturity of the Lessor Notes and will be fully repaid out of additional Rent during the Lease Term; (iii) appropriate adjustments to Basic Rent and Termination Amounts Values (determined without regard to any Tax tax benefits associated with such Modifications, unless the Owner Participant is making an Additional Equity Investment) shall, subject to shall be made in accordance with Section 12.2, be adjusted as agreed to by 3.6 of the Owner Participant and Lessee at the time of such financingLease; (biv) The Rating Agencies AEE shall have confirmed that such financing shall not result in a withdrawal or downgrade paid, on an After-Tax Basis, all costs and expenses of the credit rating Transaction Parties (including the reasonable fees and expenses of counsel to the Owner Participant, the Owner Trust and the Indenture Trustee and the Pass Through Certificates below that Trustees) to the extent incurred in effect on the date of the 72 79 connection with any financing (except that, in respect of Required Modifications, pursuant to this clause (B) will Section 12 whether or not be applicable)such financing is consummated; (cv) Such financing is for an amount not greater than the Lessor’s Percentage of the cost of the Modifications being financed, nor for an amount less than $20 million multiplied by the Lessor’s Percentage; (d) As of the closing date of the Supplemental Financing, the aggregate balance of the Notes (including the additional debt being financed and taking into account all Modifications) shall not exceed 87% of the fair market value of the Undivided Interest; (e) No no Lease Bankruptcy Default or Lease Event of Default shall have occurred and be then continuing unless the Modifications are intended to be constructed with the proceeds of the Additional Lessor Notes shall cure such Lease Bankruptcy Default or Lease Event of Default and comply such Modifications shall be made in all material respects compliance with the Operative Documents; (fvi) The final maturity date such Additional Lessor Notes represent an aggregate amount not less than the Lessor's Percentage of $20 million, nor greater than 100% of the Additional Notes will be no later than the final maturity date Lessor's Percentage of the Initial costs of such Modifications being financed; provided, that the aggregate balance of the Lessor Notes and will be repaid in full out never exceeds 85% of additional Basic Rent during the Lease TermFair Market Sales Value of the Undivided Interest taking into account the Lessor's Percentage of all such Modifications; (gvii) The At AEE's expense, the Owner Participant shall have received an opinion of independent tax counsel selected by the Owner Participant and reasonably acceptable to AEE (in form, scope and substance reasonably satisfactory to the effect Owner Participant) that such Supplemental Financing will not cause any no material adverse Tax tax consequences to the Owner Participant will result from such financing (and in the case of any such material adverse tax consequences AEE shall provide appropriate financial assurance reasonably satisfactory to the Owner Participant), and AEE shall have indemnified the Owner Participant in accordance with Section 10 of the Participation Agreement and the Tax Indemnity Agreement against all tax risk arising from such financing; (hviii) The Supplemental Financing AEE shall not change have made or delivered such representations, warranties, covenants, opinions or certificates as the Owner Participant’s treatment of the transaction under FASB 13Participant may reasonably request; (iix) The Supplemental Financing the Rating Agencies shall have confirmed that such financing shall not result in any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 a downgrade of the Coderating on the Pass Through Certificates below the higher of (1) the rating in effect on the Closing Date and (2) the rating then in effect (except that in respect of Required Modifications, this clause (ix) shall not be applicable); (x) the Owner Participant shall have received a fee from AEE in an amount equal to the Lessor's Percentage of $100,000 (or of $50,000 in 73 80 the event that the Owner Participant or any Affiliate thereof has received a fee with respect to a similar financing of a similar modification to the Related Facility being made concurrently) for each such financing subsequent to the first such financing; and (jxi) The Owner Participant the issuance of any such Additional Notes constitutes the incurrence of Permitted Indebtedness pursuant to clause (b) or (c) of the definitions thereof, as applicable. Notwithstanding anything to the contrary contained herein, so long as no Lien on the Facility or such Modification is created and subject to the restrictions on incurring Indebtedness set forth in Section 6.1, AEE shall at all times have the right to fund Modifications to the Facility other than through the Lease; provided, however, that Required Modifications and Nonseverable Modifications may only be paid a fee of $100,000 in connection with such Supplemental Financingfinanced (other than through the Lease) on an unsecured basis.

Financing Modifications. Upon the request of AEE delivered to the Lessee delivered Indenture Trustee at least 30 120 days prior to any the proposed financing of a portion the Lessor's Percentage of the cost of any Nonseverable Modification or Required Modification or non-Severable Modification and subject to the consent of Facility, the Owner ParticipantTrust, the Lessor Owner Participant and the Indenture Trustee shall agree to cooperate with the Lessee, to the extent permitted under Rev. Proc. 2001-28, AEE to (a1) issue Additional Lessor Notes under the Indenture to finance such Modification which will rank pari passu with the Initial Notes and/or any Additional Lessor Notes then outstandingoutstanding as to the Indenture Estate; (b2) execute and deliver one or more supplements to the Indenture and the Mortgage for the purpose of subjecting the Lessor’s interest in any such Modifications to the Liens thereof, ; and (c3) execute and deliver an amendment to the Facility Lease to reflect the adjustments required by clause (ciii) below. If ; provided, however, that (a) the Owner Participant consents shall have been given the opportunity, but shall have no obligation, to provide all or part of the funds required to finance the Lessor's Percentage of the cost of any such Modification by making an Additional Equity Investment in such amount, if any, as it may determine in its sole and absolute discretion, but AEE shall have no obligation to accept such Additional Equity Investment and (b) the conditions set forth below and in Section 2.12 of the Indenture shall have been satisfied. The obligation to finance such Modifications through the issuance of Additional Lessor Notes under Section 2.12(a) 2.12 of the Indenture (any financing of Modifications through the issuance of such Additional Lessor Notes under the Indenture being called a “"Supplemental Financing”), such Supplemental Financing shall be ") is subject to the following additional conditions: (ai) The there shall be no more than one such financing in any calendar year (except for Required Modifications); (ii) the Additional Lessor Notes shall have a final maturity no later than the final maturity of the Lessor Notes and will be fully repaid out of additional Rent during the Lease Term; (iii) appropriate adjustments to Basic Rent and Termination Amounts Values (determined without regard to any Tax tax benefits associated with such Modifications, unless the Owner Participant is making an Additional Equity Investment) shall, subject to shall be made in accordance with Section 12.2, be adjusted as agreed to by 3.6 of the Owner Participant and Lessee at the time of such financingLease; (biv) The Rating Agencies AEE shall have confirmed that such financing shall not result in a withdrawal or downgrade paid, on an After-Tax Basis, all costs and expenses of the credit rating Transaction Parties (including the reasonable fees and 73 80 expenses of counsel to the Owner Participant, the Owner Trust and the Indenture Trustee and the Pass Through Certificates below that Trustees) to the extent incurred in effect on the date of the connection with any financing (except that, in respect of Required Modifications, pursuant to this clause (B) will Section 12 whether or not be applicable)such financing is consummated; (cv) Such financing is for an amount not greater than the Lessor’s Percentage of the cost of the Modifications being financed, nor for an amount less than $20 million multiplied by the Lessor’s Percentage; (d) As of the closing date of the Supplemental Financing, the aggregate balance of the Notes (including the additional debt being financed and taking into account all Modifications) shall not exceed 87% of the fair market value of the Undivided Interest; (e) No no Lease Bankruptcy Default or Lease Event of Default shall have occurred and be then continuing unless the Modifications are intended to be constructed with the proceeds of the Additional Lessor Notes shall cure such Lease Bankruptcy Default or Lease Event of Default and comply such Modifications shall be made in all material respects compliance with the Operative Documents; (fvi) The final maturity date such Additional Lessor Notes represent an aggregate amount not less than the Lessor's Percentage of $20 million, nor greater than 100% of the Additional Notes will be no later than the final maturity date Lessor's Percentage of the Initial costs of such Modifications being financed; provided, that the aggregate balance of the Lessor Notes and will be repaid in full out never exceeds 85% of additional Basic Rent during the Lease TermFair Market Sales Value of the Undivided Interest taking into account the Lessor's Percentage of all such Modifications; (gvii) The At AEE's expense, the Owner Participant shall have received an opinion of independent tax counsel selected by the Owner Participant and reasonably acceptable to AEE (in form, scope and substance reasonably satisfactory to the effect Owner Participant) that such Supplemental Financing will not cause any no material adverse Tax tax consequences to the Owner Participant will result from such financing (and in the case of any such material adverse tax consequences AEE shall provide appropriate financial assurance reasonably satisfactory to the Owner Participant), and AEE shall have indemnified the Owner Participant in accordance with Section 10 of the Participation Agreement and the Tax Indemnity Agreement against all tax risk arising from such financing; (hviii) The Supplemental Financing AEE shall not change have made or delivered such representations, warranties, covenants, opinions or certificates as the Owner Participant’s treatment of the transaction under FASB 13Participant may reasonably request; (iix) The Supplemental Financing the Rating Agencies shall have confirmed that such financing shall not result in any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 a downgrade of the Code; and rating on the Pass Through Certificates below the higher of (j1) The Owner Participant the rating in effect on the Closing Date and (2) the rating then in effect (except that in respect of Required Modifications, this clause (ix) shall not be paid a fee of $100,000 in connection with such Supplemental Financing.applicable);

Financing Modifications. (a) Upon the written request of the Lessee Company delivered at least 30 ninety (90) days prior to any proposed financing of a portion of the cost of any Required Modification or nonNon-Severable Modification and subject to or Required Modification and, with the consent of the Owner Participant, any Severable Modifications, the Lessor Owner Lessor, the Lease Indenture Trustee and the Indenture Trustee shall Pass Through Trustees agree, subject to Section 11.1(b), to cooperate with the Lessee, Company to the extent permitted under Rev. Proc. 2001-28, to (a) issue Additional Lessor Notes under the Lease Indenture to finance such Modification which that will rank pari passu with the Initial Lessor Notes and/or any Additional Lessor Notes then outstandingoutstanding as to the Indenture Estate to finance such Modifications; (b) provided, however, that the Owner Participant shall have been given the opportunity, but shall have no obligation, to provide all or part of the funds required to finance the cost of any such Modification by making an Additional Equity Investment in such amount, if any, as it may determine in its sole and absolute discretion, but the Company shall have no obligation to accept such Additional Equity Investment. In connection with any such financing, the Owner Lessor and the Lease Indenture Trustee will execute and deliver one or more supplements to the Lease Indenture for the purpose of subjecting the Lessor’s interest in any such Modifications to the Liens thereof, ; and (c) the Company and the Owner Lessor will execute and deliver an amendment to the Facility Lease to reflect the adjustments required by clause (cb)(iii) below. If the . (b) The Owner Participant consents Lessor's obligation under Section 11.1(a) to finance such Modifications through the issuance of Additional Lessor Notes under Section 2.12(a) 2.12 of the Lease Indenture (any financing of Modifications through the issuance of such Additional Lessor Notes under the Lease Indenture being called a “"Supplemental ------------ Financing”), such Supplemental Financing shall be ") is subject to the conditions set forth in Section 2.12 of the Lease --------- Indenture and to the following additional conditions: (ai) The except with respect to Required Modifications, there shall be no more than one such financing in any calendar year; (ii) the Additional Lessor Notes shall have a final maturity no later than the later of (A) the maturity of the then-existing Lease Debt and (B) the date that is two years prior to the last day of the Basic Lease Term and will be fully repaid out of Periodic Lease Rent, as adjusted, pursuant to the Facility Lease; (iii) appropriate increases to Periodic Lease Rent and Termination Amounts Value (determined without regard to any Tax tax benefits associated with such Modifications, unless the Owner Participant is making an Additional Equity Investment) shall, subject shall be made to Section 12.2, be adjusted as agreed to by protect the Owner Participant and Lessee at the time of such financingParticipant's Net Economic Return; (biv) The Rating Agencies no Significant Lease Default or Lease Event of Default shall have confirmed that such financing shall not result in a withdrawal or downgrade occurred and be continuing unless the Modifications to be constructed with the proceeds of the credit rating of Additional Lessor Notes shall cure such default, and such Modifications shall be made in compliance with the Pass Through Certificates below that in effect on the date of the financing (except that, in respect of Required Modifications, this clause (B) will not be applicable)Operative Documents; (cv) Such financing is for such Additional Lessor Notes represent an aggregate amount of not less than $20 million, nor greater than the Lessor’s Percentage 100% of the cost costs of the Modifications being financed, nor for an amount less than $20 million multiplied by the Lessor’s Percentage; (d) As of the closing date of the Supplemental Financing, ; provided that the aggregate balance of the Notes Lease Debt (including the additional debt being financed and after taking into account all Modificationsthe Additional Lessor Notes) shall not exceed 87% of the fair market value of the Undivided InterestFacility taking into account such Modifications (such fair market value shall, at the request of the Owner Participant, be determined by an appraiser selected by the Company and reasonably acceptable to the Owner Participant), which appraisal shall be at the Company's expense; (evi) No Lease Event of Default shall have occurred and be then continuing unless the Modifications are intended to cure such Lease Event of Default and comply in all material respects with the Operative Documents; (f) The final maturity date of the Additional Notes will be no later than the final maturity date of the Initial Notes and will be repaid in full out of additional Basic Rent during the Lease Term; (g) The Owner Participant shall have received an either (A) a favorable opinion of independent its tax counsel satisfactory to such Owner Participant to the effect that such Supplemental Financing will not cause any adverse Tax consequences creates no incremental tax risk to the Owner Participant, (B) an indemnity against such risks in form and substance reasonably satisfactory to the Owner Participant from the Company; provided that the Company or any Affiliate thereof that guarantees its obligations in respect of such indemnity meets the Minimum Credit Standard, or (C) any other indemnity arrangement satisfactory to such Owner Participant; (hvii) The Supplemental Financing the Company and the Lessee Guarantor shall not change have made or delivered such representations, warranties, covenants, opinions or certificates as the Owner Participant’s treatment of the transaction under FASB 13Participant may reasonably request; (iviii) The neither the Owner Participant nor the Equity Investor shall suffer any material adverse accounting effect under GAAP as a result of such Supplemental Financing shall not result in any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the CodeFinancing; and (jix) if such Modification disproportionately affects the value of one Unit as compared to the other Unit, appropriate adjustments, if any, shall be made to the Unit Percentage for each Unit. (c) The Company shall pay, on an After-Tax Basis, all reasonable out- of-pocket costs and expenses of the Transaction Parties, including the reasonable fees and expenses of counsel to the Owner Participant, the Owner Lessor, the Lessor Manager, the Lease Indenture Trustee and the Pass Through Trustees, in each case to the extent incurred in connection with any financing pursuant to this Section 11.1 whether or not the Supplemental Financing is consummated. In addition, upon consummation of a Supplemental Financing pursuant to this Section 11.1, the Company shall pay to the Owner Participant shall be paid a fee in an amount equal to $50,000; provided, however, that if a similar financing is consummated under Section 11.1 of $100,000 in connection the -50- Other Participation Agreement, concurrently with such Supplemental Financing, the fee payable to the Owner Participant under this Section 11.1 shall be reduced to $25,000. (d) Notwithstanding the prior provision dealing with the financing of Modifications through the Facility Lease, the Company shall at all times have the right to fund Modifications to the Facility other than through the Facility Lease.

Financing Modifications. Upon the request of the Lessee Old Dominion delivered at least 30 90 days prior to any proposed financing of a portion the Facility Owner's Percentage of the cost of any Required Modification or non-Severable Modification and subject to the consent of the Owner ParticipantModification, the Lessor Facility Owner, the Agent and the Indenture Trustee shall Lenders agree to cooperate with the Lessee, to the extent permitted under Rev. Proc. 2001-28, Old Dominion to (ai) issue Additional Notes Loan Certificates under the Indenture Loan Agreement to finance such Modification Modifications which will rank pari passu PARI PASSU with the Initial Notes and/or any Additional Notes Loan Certificates then outstandingoutstanding as to the Collateral and which will not be secured by the Payment Undertaking Agreement, the Payment Undertaking Pledge Agreement or the Payment Undertaking Collateral; (bii) execute and deliver one or more supplements to the Indenture Loan Agreement and, if applicable, the Leasehold Mortgage for the purpose purposes of subjecting the Lessor’s interest in any such Modifications to the Liens thereof, ; and (ciii) execute and deliver an amendment to the Facility Lease Operating Equipment Agreement or the Operating Foundation Agreement, as the case may be, to reflect the adjustments required by clause (cvi) below. If ; PROVIDED, HOWEVER, that (A) the Owner Participant consents shall have been given the opportunity, but shall have no obligation, to provide all or part of the funds required to finance any such Modification by making an Additional Equity Investment in such amount, if any, as it may determine in its sole and absolute discretion, but Old Dominion shall have no obligation to accept such Additional Equity Investment; and (B) the conditions set forth below and in Section 2.11 of the Loan Agreement shall have been satisfied. The obligation to finance such Modifications through the issuance of Additional Notes Loan Certificates (which Old Dominion may not purchase) under Section 2.12(a) 2.11 of the Indenture Loan Agreement (any financing of Modifications through the issuance of such Additional Notes Loan Certificates under the Indenture Loan Agreement being called a “"Supplemental Financing”), such Supplemental Financing shall be ") is subject to the following additional conditions: (ai) The no Payment Default, Bankruptcy Default or Event of Default under the Operating Equipment Agreement or the Operating Foundation Agreement shall have occurred and be continuing unless, in the case of an Event of Default under the Operating Equipment Agreement or the Operating Foundation Agreement, the installation or construction of the Modification to be financed in such Supplemental Financing shall effect the cure of such Event of Default and such Modification shall be made in compliance with the Clover Agreements and the other Operative Documents; (ii) there shall be no more than one Supplemental Financing in any calendar year, and no more than three (3) Supplemental Financings during the Terms of the Operating Equipment Agreement and the Operating Foundation Agreement; (iii) each Supplemental Financing shall be for an amount not less than $20 million and the aggregate principal amount of the Loan Certificates issued in connection with any Supplemental Financing shall not be greater than 90% of the cost of such Modifications; (iv) the aggregate principal amount of the Loan Certificates at any time outstanding (including the Additional Loan Certificates issued in connection with such Supplemental Financing) shall not exceed 80% of the Fair Market Sales Value of the Facility Owner's Unit 2 Interest, taking into account the proposed and all prior Modifications to Clover Unit 2; (v) each Additional Loan Certificate issued in connection with such Supplemental Financing shall have a final maturity date no later than the Loan Maturity Date; (vi) appropriate adjustments pursuant to Section 3.4 of the Operating Equipment Agreement and/or Section 3.4 of the Operating Foundation Agreement, as the case may be, shall be made to Basic Rent Payments or Foundation Basic Payments, the applicable Termination Values, Equity Exposure Amounts and Termination Amounts the Purchase Option Price or Foundation Purchase Option Price to protect the Net Economic Return (determined without regard to any Tax tax benefits associated with such Modifications, unless ) and to provide the Owner Participant is making an Trustee with sufficient funds to pay the principal and interest on such Additional Equity Investment) shall, subject to Section 12.2, be adjusted as agreed to by the Owner Participant and Lessee at the time of such financingLoan Certificates; (bvii) The Rating Agencies have confirmed that such financing shall not result in a withdrawal or downgrade of the credit rating of the Pass Through Certificates below that in effect on the date of the financing (except that, in respect of Required Modifications, this clause (B) will not be applicable); (c) Such financing is for an amount not greater than the Lessor’s Percentage of the cost of the Modifications being financed, nor for an amount less than $20 million multiplied by the Lessor’s Percentage; (d) As of the closing date of the Supplemental Financing, the aggregate balance of the Notes (including the additional debt being financed and taking into account all Modifications) shall not exceed 87% of the fair market value of the Undivided Interest; (e) No Lease Event of Default shall have occurred and be then continuing unless the Modifications are intended to cure such Lease Event of Default and comply in all material respects with the Operative Documents; (f) The final maturity date of the Additional Notes will be no later than the final maturity date of the Initial Notes and will be repaid in full out of additional Basic Rent during the Lease Term; (g) The Owner Participant shall have received an a favorable opinion of independent tax counsel the Owner Participant's Tax Counsel (such opinion to be reasonably satisfactory to the Owner Participant) to the effect that such the Supplemental Financing will not cause any adverse Tax consequences creates no incremental tax risk to the Owner Participant; (hviii) The the Owner Participant shall suffer no adverse accounting effects from such Supplemental Financing Financing; (ix) Old Dominion shall not change provide a Qualifying Surety Bond or Qualifying Letter of Credit with respect to any increase in the Equity Exposure Amount resulting from the adjustments required by clause (vi); (x) Old Dominion shall have made or delivered such representations, warranties, covenants, opinions or certificates as Facility Owner, the Owner Trustee, the Owner Participant’s treatment of , the transaction under FASB 13; (i) The Supplemental Financing shall not result in Agent or any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the CodeLender may reasonably request; and (jxi) The Old Dominion shall pay to the Owner Participant shall be paid a financing fee of $100,000 in connection with such 25,000 for each Supplemental Financing.

Financing Modifications. Upon the written request of the Facility Lessee delivered at least 30 90 days prior to any proposed financing of a portion of the cost of any Required Modification or non-Severable Modification and subject to the consent of Nonseverable Modification, the Owner ParticipantLessor, the Lessor Lease Indenture Trustee and the Indenture Pass Through Trustee shall agree to cooperate with the Lessee, to the extent permitted under Rev. Proc. 2001-28, Facility Lessee to (ai) issue Additional Lessor Notes under the Indenture to finance such Modification which will rank pari passu with the Initial Notes and/or any Additional Lessor Notes then outstanding; (bii) execute and deliver one or more supplements to the Lease Indenture for the purpose of subjecting the Lessor’s interest in any such Modifications to the Liens thereof, ; and (ciii) execute and deliver an amendment to the Facility Lease to reflect the adjustments required by clause (c) below. If ; provided, however, that (x) the Owner Participant consents shall have been given the opportunity, but shall have no obligation, to provide all or part of the funds required to finance the Owner Lessor's Percentage of any such Modification by making an Additional Equity Investment in such amount, if any, as it may determine in its sole and absolute discretion, but the Facility Lessee shall have no obligation to accept such Additional Equity Investment; and (y) the conditions set forth below and in Section 2.12 of the Lease Indenture shall have been satisfied. The obligation to finance such Modifications through the issuance of Additional Lessor Notes under Section 2.12(a) 2.12 of the Lease Indenture (any financing of Modifications through the issuance of such Additional Lessor Notes under the Lease Indenture being called a “"Supplemental Financing”), such Supplemental Financing shall be ") is subject to the limitations on incurrence of additional Indebtedness set forth in Section 5.3 and to the following additional conditions:: Conemaugh Participation Agreement 70 76 (a) The there shall be no more than one such financing in any calendar year; provided, however, that there shall be no limit with respect to Required Improvements; (b) the Additional Lessor Notes (i) shall have a final maturity date no later than the later of (x) the date that is two years prior to the last day of the Basic Rent Lease Term and Termination Amounts (y) the maturity of the then existing Lease Debt and (ii) will be fully repaid out of additional Periodic Lease Rent, as adjusted pursuant to the Facility Lease; (c) appropriate adjustments to Adjustment Items (determined without regard to any Tax tax benefits associated with such Modifications, unless the Owner Participant is making an Additional Equity Investment) shall, subject shall be made pursuant to Section 12.2, be adjusted as agreed 3.5 of the Facility Lease to protect the Owner Participant's Expected Return; (d) the Facility Lessee shall have paid to the Owner Participant on an After Tax Basis an amount equal to all reasonable out-of-pocket costs and expenses incurred by the Owner Participant and Lessee at Participant, the time of Equity Subsidiary, the Equity Subsidiary Holding Company or the Equity Investor in connection with such financing; (b) The Rating Agencies have confirmed that such financing shall not result in a withdrawal or downgrade of the credit rating of the Pass Through Certificates below that in effect on the date of the financing (except that, in respect of Required Modifications, this clause (B) will not be applicable); (c) Such financing is for an amount not greater than the Lessor’s Percentage of the cost of the Modifications being financed, nor for an amount less than $20 million multiplied by the Lessor’s Percentage; (d) As of the closing date of the Supplemental Financing, the aggregate balance of the Notes (including the additional debt being financed and taking into account all Modifications) shall not exceed 87% of the fair market value of the Undivided Interest; (e) No no Significant Lease Default or Lease Event of Default shall have occurred and be then continuing unless the Modifications are intended to be constructed with the proceeds of the Additional Lessor Notes shall cure such Significant Lease Default or Lease Event of Default Default, and comply such Modifications shall be made in all material respects compliance with the Operative DocumentsDocuments and the Facility Lessee delivers an Officer's Certificate to the Pass Through Trustee to that effect; (f) The final maturity date such Additional Lessor Notes (together with all other additional notes issued under the Related Facility Leases in connection with such Modifications) represent an aggregate amount not less than $20 million, nor greater than 100% of the Additional Notes will be no later than the final maturity date costs of the Initial Notes and will be repaid in full out Modifications being financed; provided that the aggregate balance of additional Basic Rent during the Lease TermDebt shall not exceed 87% of the projected Fair Market Sales Value of the Facility Interest taking into account such Modifications (such projected Fair Market Sales Value to be determined by the Appraisal Procedures); (g) The the Owner Participant shall have received an either (A) a favorable opinion of independent its tax counsel satisfactory to the Owner Participant to the effect that such Supplemental Financing will not cause financing creates no unindemnified tax risk (determined based on the indemnification provisions contained in the Operative Documents) to the Owner Participant, (B) an indemnity against such risks in form and substance satisfactory to the Owner Participant from an entity that meets the Minimum Credit Rating, or (C) any adverse Tax consequences other indemnity arrangement satisfactory to the Owner Participant; (h) The Supplemental Financing the Qualifying Credit Support shall not change be amended (or replaced with a replacement Qualifying Credit Support in accordance with Section 5.8(f)) to reflect the Owner Participant’s treatment of the transaction under FASB 13revised Periodic Lease Rent payments; (i) the Facility Lessee shall have made or delivered such representations, warranties, covenants, opinions or certificates as the Owner Participant may reasonably request; and Conemaugh Participation Agreement 71 77 (j) the Owner Participant, the Equity Subsidiary, the Equity Subsidiary Holding Company and the Equity Investor shall not suffer any material adverse accounting effect under GAAP as a result of such financing. The Facility Lessee shall pay, on an After-Tax Basis, all reasonable costs and expenses of the Transaction Parties, including the reasonable fees and expenses of counsel to the Owner Participant, the Owner Lessor, the Lessor Manager, the Lease Indenture Trustee and Pass Through Trustee, in each case to the extent incurred in connection with any Supplemental Financing shall whether or not the financing is consummated. Notwithstanding the prior provision dealing with the financing of Modifications through the Facility Lease, the Facility Lessee shall, subject, to the extent then applicable, to the limitations in Section 5.3 at all times have the right to fund Modifications to the Facility other than through the Facility Lease provided that Modifications may only be financed other than through the Facility Lease if such financing would not result in any “prohibited transaction” within Lien on the meaning of Section 406 of ERISA Facility Interest or Section 4975 of the Code; and (j) The Owner Participant shall be paid a fee of $100,000 in connection with such Supplemental FinancingFacility Site.