BIG STONE I AND BIG STONE II 2005 JOINT FACILITIES AGREEMENT

Confidential information has been omitted from this Exhibit and filed separately with the Commission pursuant to a confidential treatment request under Rule 24b-2.

Exhibit 10.3

Big Stone I and Big Stone II

2005 Joint Facilities
Agreement

By And Among

CENTRAL MINNESOTA MUNICIPAL POWER AGENCY,

GREAT RIVER ENERGY,

HEARTLAND CONSUMERS POWER DISTRICT,

M ONTANA-DAKOTA UTILITIES CO., A DIVISION OF MDU

RESOURCES GROUP, INC.,

NORTHWESTERN CORPORATION dba NORTHWESTERN ENERGY,

OTTER TAIL CORPORATION dba OTTER TAIL POWER COMPANY,

SOUTHERN MINNESOTA MUNICIPAL POWER AGENCY, AND

WESTERN MINNESOTA MUNICIPAL POWER AGENCY

June 30, 2005

TABLE OF CONTENTS

Joint Facilities Agreement

     THIS JOINT FACILITIES AGREEMENT (the “Agreement”) is made as of June 30, 2005 (the “Effective Date”), by and among Central Minnesota Municipal Power Agency, an agency incorporated under the laws of Minnesota (“CMMPA”), Great River Energy, a cooperative corporation incorporated under the laws of Minnesota (“GRE”), Heartland Consumers Power District, a consumers power district formed and organized under the South Dakota Consumers Power District Law (Chapter 49-35 of the South Dakota Codified Laws) (“Heartland”), Montana-Dakota Utilities Co., a Division of MDU Resources Group, Inc., a corporation incorporated under the laws of the State of Delaware, (“Montana-Dakota”), NorthWestern Corporation (formerly known as NorthWestern Public Service Company), a corporation incorporated under the laws of the State of Delaware, doing business as NorthWestern Energy (“NorthWestern”), Otter Tail Corporation, a corporation incorporated under the laws of Minnesota, doing business as Otter Tail Power Company (“Otter Tail”), Southern Minnesota Municipal Power Agency, a municipal corporation and political subdivision of the State of Minnesota (“SMMPA”), and Western Minnesota Municipal Power Agency, a municipal corporation and political subdivision of the State of Minnesota (“WMMPA”) (each individually a “Party” or “Owner” and, collectively, the “Parties” or “Owners”).

RECITALS

      WHEREAS , Montana-Dakota, NorthWestern, and Otter Tail, together with such other Persons that from time to time may be Owners of BSP I (as such term is defined below) (collectively, the “BSP I Owners”) as tenants in common, own an undivided interest in one hundred percent (100%) of the existing 450 MW coal-fired electric generating plant located in Grant County, South Dakota, known as the Big Stone Plant (“BSP I”); and

      WHEREAS , CMMPA, GRE, Heartland, Montana-Dakota, Otter Tail, SMMPA and WMMPA, for as long as they remain Owners of BSP II (as such term is defined below), along with such other Persons that from time to time may be Owners of BSP II (collectively, the “BSP II Owners”), are contemporaneously with the execution of this Agreement, entering into that certain BSP II Participation Agreement (as such term is defined below), which sets forth their agreement and the terms under which they will jointly develop, own and operate a new, approximately 600 MW coal-fired electric generating plant to be known as the Big Stone II Power Plant (“BSP II”) to be located adjacent to BSP I; and

      WHEREAS , the BSP I Owners and the BSP II Owners have determined that, when compared to the cost of independent facilities, sharing the use of certain critical facilities will satisfy their respective requirements for operations that are efficient, economical and in accord with Prudent Utility Practice (as such term is defined below); and

      WHEREAS, the BSP I Owners believe that the development of BSP II will yield benefits to them, whether or not they participate in BSP II as an Owner; and

      WHEREAS, the BSP I Owners and BSP II Owners have determined that certain BSP I assets must be purchased from the BSP I Owners in order to develop and operate BSP II in an efficient manner; and

      WHEREAS, BSP I is currently being operated by Otter Tail, and the BSP II Owners are contemporaneously with the execution of this Agreement entering into the Operation & Maintenance Services Agreement (as such term is defined below) with Otter Tail for the operation by Otter Tail of BSP II and the Parties desire to have the same Operator (as such term is defined below) for both Plants so as to maximize efficiencies and cost savings.

      NOW, THEREFORE , in consideration of the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound by this Agreement, the Parties covenant and agree as follows:

AGREEMENTS

ARTICLE I
RULES OF CONSTRUCTION AND INTERPRETATION, DEFINED TERMS

      1.01 Rules of Construction. The capitalized terms listed in this Article shall have the meanings set forth herein whenever the terms appear in this Agreement, whether in the singular or the plural or in the present or past tense. Other terms used in this Agreement but not listed in this Article shall have meanings as commonly used in the English language and, where applicable, in Prudent Utility Practice. Words not otherwise defined herein that have well-known and generally accepted technical or trade meanings are used herein in accordance with such recognized meanings. In addition, the following rules of interpretation shall apply:

      1.02 Termination of 2002 Joint Facilities Agreement. Upon execution of this Agreement by all Parties, that certain Big Stone I and Big Stone II 2002 Joint Facilities

Agreement among Otter Tail, Montana-Dakota, and NorthWestern dated October 3, 2002 and all other agreements entered into by Otter Tail, Montana-Dakota, and NorthWestern in connection therewith shall be terminated without further action and without liability to any Party thereto as a result of such termination.

      1.03 Failure of BSP II Owner to Participate in the BSP II Financial Closing. If a BSP II Owner shall fail to participate in the BSP II Financial Closing (as such term is defined below), then it shall automatically cease to be a Party hereunder and shall have no further liabilities or obligations under the Joint Facilities Agreements, except for those liabilities or obligations arising on or before the date such Person shall cease to be a BSP II Owner. If a Third Party (as such term is defined below) replaces a BSP II Owner, such Third Party must agree to become a Party hereto by executing the appropriate joinder agreement to effect the same.

      1.04 Defined Terms. In addition to definitions of other terms appearing elsewhere in this Agreement, the following terms, when used herein, have the meanings specified:

      Additional Joint Facilities : Shall have the meaning given to such term in Section 6.01.

      Affiliate(s): Shall mean, with respect to any Person,

For the purposes of this definition, “control,” “controlled by,” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or by contract or otherwise. Notwithstanding the foregoing provisions of this definition, each Operator and Owner (except with regard to Otter Tail) shall not be deemed to be Affiliates of each other and any Person that is otherwise an Affiliate of Operator shall not be deemed to be an Affiliate of Operator for purposes of this Agreement to the extent such Person is acting in its capacity as an Owner or as a Representative of an Owner.

      Agreement: Shall mean this Agreement, as amended from time to time.

      Annual Fixed Charge: Shall have the meaning given to such given to such term in Section 9.05(b).

      Blanket Easement Agreement: Shall mean that certain Blanket Easement Agreement by and among the BSP I Owners and the BSP II Owners, substantially in the form attached hereto as Schedule 10.02(A).

      BSP I: Shall have the meaning given to such term in the recitals to this Agreement.

      BSP I Joint Facilities: Shall mean those Joint Facilities owned by BSP I Owners and used by both BSP I and BSP II pursuant to the terms of this Agreement.

      BSP I Owners: Shall have the meaning given to such term in the recitals to this Agreement.

      BSP I Ownership Agreement: Shall mean the Big Stone Plant Agreement for Sharing Ownership of Generating Plant by and among Otter Tail Power Company, Montana-Dakota and NorthWestern dated January 7, 1970 and all supplements and amendments thereto.

      BSP I Plant Site: Shall mean the real property on which BSP I is located and any and all easements, leases, licenses, option rights, rights-of-way and other rights used in connection with the BSP I Plant; provided, however, that for purposes of Section 10.06 of this Agreement, it shall only mean the real property located at the BSP I Plant.

      BSP II: Shall have the meaning given to such term in the recitals to this Agreement.

      BSP II Cooling Tower Blowdown Pond: Shall have the meaning given to such term in Section 4.07.

      BSP II Financial Closing: Shall mean the date on which the BSP II Owners shall have delivered and consummated their respective Financing necessary to fund their share of the cost of the BSP II Plant, including, but not limited to, the execution of all documentation required to consummate said Financing.

      BSP II Joint Facilities: Shall mean those Joint Facilities owned by BSP II Owners and used by both BSP I and BSP II pursuant to the terms of this Agreement.

      BSP II Legal Counsel: Shall mean Leonard, Street and Deinard Professional Association, a professional association under the laws of Minnesota, for purposes of Section 10.09 hereof.

      BSP II Owners: Shall have the meaning given to such term in the recitals to this Agreement.

      BSP II Participation Agreement: Shall mean the Big Stone II Participation Agreement entered into by and among CMMPA, GRE, Heartland, Montana-Dakota, Otter Tail, SMMPA, and WMMPA.

      BSP II Plant Site: Shall mean the real property on which BSP II is to be located, including the real property that may be acquired pursuant to the Option to Purchase Contract and any and all easements, leases, licenses, option rights, rights-of-way and any other real property rights used in connection with the BSP II Plant.

      Business Day: Shall mean any day other than Saturday, Sunday or any weekday that is a legal holiday in the State of South Dakota.

      Capacity: Shall mean an electrical rating expressed in megawatts (MW).

      Change: Shall have the meaning given to such term in Section 2.06(a).

      CMMPA: Shall have the meaning given to such term in the preamble to this Agreement.

      Coal and Ash Joint Facilities: Shall have the meaning given to such term in Section 5.01.

      Commercial Operation: Shall mean that the BSP II Plant is operating and producing Capacity and Energy on a continuous basis, and is delivering such Energy to the BSP II Owners in accordance with Prudent Utility Practice and applicable Law.

      Coordination Committee(s): Shall mean the BSP I or BSP II coordination committees established and maintained pursuant to the respective Participation Agreement.

      Designated Easement Agreement: Shall mean the instrument that amends or restates the Blanket Easement Agreement pursuant to the terms of Section 10.02(b).

      Designated Easement Area: Shall mean the real property designated by the Owners pursuant to Section 10.02(b).

      Designated Representative: Shall have the meaning given to such term in Section 9.02.

      Dispute: Shall have the meaning given to such term in Section 14.01.

      Effective Date: Shall have the meaning given to such term in the preamble to this Agreement.

      Election Period: Shall have the meaning given to such term in Section 3.02(a)(ii).

      Electrical Substation : Shall have the meaning given to such term in Section 7.02.

      Energy: Shall mean energy having characteristics commonly known as three phase alternating current, with a nominal frequency of sixty (60) Hertz, a nominal voltage equivalent to that of Otter Tail’s or its successor’s transmission system, and measured in kilowatt-hours (kWh) or megawatt-hours (MWh).

      Engineering and Operating Committee(s) or E&O Committee(s): Shall mean the BSP I or BSP II engineering and operating committees established and maintained pursuant to the Participation Agreements.

      Environmental Law: Shall mean any Law relating to the environment and/or human health or safety, or governing, regulating or pertaining to the generation, treatment, storage, handling, transportation, use, release or disposal of any Hazardous Substance, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq ., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq ., the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq ., the Clean Water Act of 1977, 33 U.S.C. § 1251 et seq ., the Clean Air Act, 42 U.S.C. § 7401 et seq ., and the Toxic Substances Control Act, 33 U.S.C. § 2601 et seq ., all as amended from time to time.

      FERC: Shall mean the Federal Energy Regulatory Commission or any Governmental Authority which preceded or hereafter may succeed the Federal Energy Regulatory Commission.

      FERC Accounts: Shall mean the uniform system of accounts established by FERC for public utilities and licensees subject to the provisions of the Federal Power Act, as in effect from time to time.

      Financing: Shall mean the financing undertaken by each of the BSP II Owners to purchase an ownership interest in BSP II.

      Force Majeure Event: Shall mean a cause or event beyond the reasonable control of, and without the fault or negligence of the Party claiming force majeure, including, without limitation, an emergency, acts of God, floods, earthquakes, hurricanes, or tornadoes; sabotage; vandalism beyond that which could reasonably be prevented by a Party; terrorism; war; riots; fire; explosion; blockades; insurrection; strike; slow down or labor disruptions (even if such difficulties could be resolved by conceding to the demands of a labor group); and action or failure to take action by any Governmental Authority after the Effective Date (including the adoption or change in any rule or regulation or environmental constraints lawfully imposed by such Governmental Authority), but only if such requirements, actions, or failures to act prevent or delay performance; and inability, despite due diligence, to obtain any licenses, permits, or approvals required by any Governmental Authority; provided, however, that the following shall not be Force Majeure Events:

      Governmental Authority: Shall mean any federal, state, local or municipal governmental body; any governmental, quasi-governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power; or any court or governmental tribunal; any independent system operator, regional transmission organization, reliability organization, or other regulatory body; in each case having jurisdiction over a Party, BSP I, BSP II, the BSP I Plant Site, the BSP II Plant Site, or the transmission system to which either Plant is interconnected.

      GRE: Shall have the meaning given to such term in the preamble to this Agreement.

      Group(s): Shall mean either the BSP I Owners, as a group, or the BSP II Owners, as a group, or both, as the case may be, when acting collectively with regard to BSP I or BSP II.

      Hazardous Substance: Shall mean any pollutant, contaminant, substance, chemical or material known to cause cancer or reproductive toxicity, or listed or identified in, or governed or regulated by, any Environmental Law, and also expressly includes urea formaldehyde, polychlorinated biphenyls, dioxin, radon, lead-based paint, asbestos, asbestos-containing materials, nuclear fuel or waste, radioactive materials, explosives, and petroleum products, including but not limited to crude oil or any fraction thereof, natural gas, natural gas liquids, gasoline and synthetic gas, and coal ash and any other waste material, substance, pollutant or contaminant the presence of which on, in, about or under a site could subject the owner or operator thereof to any damages, penalties, fines or liabilities under any applicable Environmental Law.

      Heartland: Shall have the meaning given to such term in the preamble to this Agreement.

      Indemnified Parties: Shall have the meaning given to such term in Section 10.04.

      Insurance: Shall have the meaning given to such term in Section 9.05(a).

      Joint Facilities: Shall mean the facilities designated as Joint Facilities in this Agreement and any improvements thereto.

      Joint Facilities Agreements: Shall mean this Agreement and the Property Agreements.

      Joint Facilities Fee: Shall have the meaning given to such term in Section 9.03.

      Joint Scrubber: Shall have the meaning given to such term in Section 8.05.

      Law(s): Shall mean any and all federal, state, and local statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, codes, plans, injunctions, permits, governmental agreements and governmental restrictions of any Governmental Authority, whether now or hereafter in effect.

      Losses: Subject in all respects to Section 12.01 of this Agreement, shall mean any and all costs, expenses, liabilities, damages, injuries or other financial losses of any kind or nature, including fines, penalties, claims, awards, judgments, demands, insurance deductibles, court costs and reasonable attorneys’ fees, incurred by such Person.

      Materials and Supplies: Shall mean materials and supplies obtained for use in the operation, maintenance or repair of the Plants (exclusive of fuel), the cost of which is charged to the applicable FERC Accounts.

      MISO: Shall mean the Midwest Independent Transmission System Operator, Inc. or any other applicable regional transmission organization.

      Montana-Dakota: Shall have the meaning given to such term in the preamble to this Agreement.

      Net Investment: Shall have the meaning given to such term in Section 9.05(b).

      Non-Transferring Group: Shall have the meaning given to such term in Section 3.02(a).

      NorthWestern: Shall have the meaning given to that term in the preamble to this Agreement.

      O&M Costs: Shall have the meaning given to that term in Section 9.05(a).

      Operation & Maintenance Services Agreement or O&M Agreement: Shall mean that certain Operation & Maintenance Services Agreement entered into by and among the BSP II Owners and Otter Tail, as Operator.

      Operator: Shall mean the operator of each of or both, as the case may be, of the BSP I and BSP II Plants.

      Option to Purchase Contract: Shall mean that certain Option to Purchase Contract by and among the BSP I Owners and Otter Tail, as administrative agent on behalf of itself and the other BSP II Owners, substantially in the form attached hereto as Schedule 10.01(A).

      Otter Tail: Shall have the meaning given to such term in the preamble to this Agreement.

      Owner(s): Shall mean those Persons that from time to time own an Ownership Share in one or both Plants, including, as of the Effective Date, those Parties named in the preamble to this Agreement.

      Owners’ Insurance: Shall have the meaning given to such term in Section 11.02.

      Ownership Share: Shall mean the ownership interest of a particular Owner in a Plant.

      Participation Agreement(s): Shall mean the BSP II Participation Agreement and the BSP I Ownership Agreement.

      Party or Parties: Shall have the meaning given to those terms in the preamble to this Agreement.

      Person: Shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint-stock company, a business trust, consumers powers district, cooperative, unincorporated association, government or any subdivision thereof, or an organized group of individuals (whether incorporated or not), or a receiver, trustee or other liquidating agent of any of the foregoing in his capacity as such.

      Plant(s): Shall mean BSP I or BSP II or both, as the case may be.

      Plant Property: Shall mean property comprising the Plant and all other property (real, personal or fixtures, tangible or intangible), as well as property owned by the Owners for use exclusively in the construction, operation, maintenance or repair of the Plants.

      Property Agreements: Shall mean the Option to Purchase Contract, memorandum thereof, and the Blanket Easement Agreement.

      Property Taxes: Shall have the meaning given to that term in Section 9.05(a).

      Prudent Utility Practice: Shall mean any of the practices, methods or acts (i) required by applicable Laws, the National Electric Safety Code, MISO, the North American Electric Reliability Council, or the successors of any of them, whether or not a Party is a member thereof, or (ii) otherwise engaged in or approved by a significant portion of the utility electric generation industry during the relevant time period or any of the practices, methods and acts that in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be acceptable practices, methods or acts generally accepted in the upper Midwest region.

      Representative: Shall mean, with respect to a Party, any principal, shareholder, director, officer, employee or agent of such Party or its Affiliates, but only to the extent, in each case, such individual is engaged in the fulfillment of an obligation under this Agreement and is fulfilling such obligation in his or her capacity as a principal, shareholder, director, officer, employee or agent of such Party or its Affiliate.

      SMMPA: Shall have the meaning given to such term in the preamble to this Agreement.

      Term: Shall have the meaning given to such term in Section 16.01.

      Third Party(ies): Shall mean any Person other than an Owner or an Affiliate of an Owner.

      Transfer, Transferred or Transferring: Shall mean any actual, attempted, proposed or purported sale, assignment, conveyance, transfer, gift, exchange, mortgage, pledge, encumbrance (including, but not limited to, liens of any kind), hypothecation, grant of a security interest in or other disposition, whether voluntary or involuntary.

      Transferring Group: Shall have the meaning given to such term in Section 3.02(a).

      Use Factor: Shall have the meaning given to such term in Section 9.05(a).

      Water Resources Joint Facilities: Shall have meaning given to such term in Section 4.01.

      Willful Action: Shall mean any act or omission of a Party (including an Owner acting as Operator), done or not done, at the direction of its directors, a corporate officer or other employee having management responsibilities in respect of the matter involved, which:

      WMMPA: Shall have the meaning given to such term in the preamble to this Agreement.

ARTICLE II
JOINT FACILITIES: IDENTIFICATION, OWNERSHIP, ADEQUACY, AND
CHANGES

      2.01 Identification and Common Use of Joint Facilities. The Joint Facilities shall consist of the BSP I Joint Facilities and the BSP II Joint Facilities described in this Agreement and the Schedules and Exhibits attached hereto, including, without limitation, those Joint Facilities specifically described in Article IV, Article V and Article VI of this Agreement. As contemplated by this Agreement, the Option to Purchase Contract (if exercised), and the Blanket Easement Agreement, each Group shall have the right to use and have access to the Joint Facilities.

      2.02 Ownership of Joint Facilities. Each Group shall own, lease, or otherwise provide its respective Joint Facilities hereunder. No instruments by which title or other property interest in any Joint Facilities is acquired by the Owners, or by which the title or other property interest of the Owners in any Joint Facilities is evidenced, shall contain any provisions inconsistent with the provisions or intent of this Agreement.

      2.03 Waiver of Partition Rights. No Owner or Group shall resort to any action at law or in equity to partition any Joint Facility (either by partition in kind or by the sale of the subject property and division of the proceeds), and each Owner and Group hereby expressly waives the benefit of all Laws that may now or hereafter authorize such partition for a term that is coterminous with the Term or for such lesser period as may be required or permitted by applicable Law.

      2.04 Right of Possession. No Owner or Group shall lease or otherwise grant to another Person the right of possession as to any of the Joint Facilities, except as provided under this Agreement.

      2.05 Adequacy of Property. While the real property described in the Property Agreements is intended to include land, easements and other rights adequate for the investigation, design, construction and operation of BSP II and the continuing operation of BSP I, the Groups acknowledge that it is anticipated that either Group may require additional real property in connection therewith. Accordingly, at any time during the Term, if the Groups reasonably determine additional real property or new Joint Facilities or modifications to existing Joint Facilities are necessary or desirable, the Groups agree to negotiate in good faith for the rights to acquire and to acquire any additional real property which may be necessary for the construction and operation of such new Joint Facilities or such modifications to Joint Facilities, including, but not limited to, real property and rights to use real property owned by the other Group.

      2.06 Changes to Joint Facilities.

      2.07 Construction of New Joint Facilities. Except for specific Joint Facilities to be constructed pursuant to this Agreement, each Group may construct new facilities on its own

Plant site without the prior consent of the other Group and without making any such new facility available to the other Group as a Joint Facility. Except as provided in Section 2.06(c), a Group may not construct a facility that, to any extent, is located on or requires the use of the other Group’s Plant site without the prior written consent of the other Group, which prior written consent may be denied in the sole discretion of the other Group. The Groups may, however, choose to cooperate with each other in the construction of new Joint Facilities.

ARTICLE III
TRANSFER OF OWNERSHIP INTERESTS IN AND OF JOINT FACILITIES

      3.01 Transfers of Ownership Interests in Joint Facilities. A Party’s or a Group’s ownership interest in a Joint Facility may only be Transferred as permitted under the Participation Agreement applicable to that Party or Group.

      3.02 Right of First Refusal for Joint Facilities. Beginning on the Effective Date, a Group may not Transfer (including, without limitation, by sale) ownership (whether partial or all) of a Joint Facility, except as provided in Section 3.01, unless it first complies in all respects with the right of first refusal process contained in this Section 3.02.

      3.03 Decommissioning.

      3.04 Covenants Run With Land. The provisions of this Agreement, including, without limitation, the right of first refusal provisions contained in Section 3.02, shall constitute covenants running with the land as to the interests in real property which are made subject hereto and shall bind each Owner and its successors and assigns.

ARTICLE IV
WATER RESOURCES JOINT FACILITIES

      4.01 Water Resources Joint Facilities. For purposes of this Agreement, the “Water Resources Joint Facilities” are those water resources and related facilities used to transport, store and treat water necessary in the operation of BSP I and BSP II. Water Resources Joint Facilities shall consist of the facilities described in this Article IV and the Water Resources Joint Facilities set forth in Schedule 4.01 attached hereto.

      4.02 Water Restrictions Caused By Drought or Other Conditions.

      4.03 New Brine Concentrator. The BSP II Owners shall construct, pay for, and own a new brine concentrator which will be a BSP II Joint Facility. The existing BSP I brine concentrator, sludge pond, water and product lines, and brine concentrator control room will be BSP I Joint Facilities. The following provisions shall apply regarding the brine concentrators:

      4.04 Lake Water Intake and Pipeline Structure. The lake water intake and pipeline structure, and its various components set forth on Schedule 4.04 , and including, without limitation, the water intake building and all associated pumping and operational equipment located on the shore of Big Stone Lake and the forty-eight (48) inch concrete pipeline from the Long Lake building on the shore of Big Stone Lake to the existing discharge structure, which consists of the concrete weir located in the brine concentrator make-up pond and existing on the Effective Date shall be BSP I Joint Facilities. The BSP II Owners shall pay a fee for the use of the lake water intake and pipeline structure as calculated pursuant to Section 9.05.

      4.05 Cooling Water Pond. The three hundred forty (340) acre cooling water pond immediately adjacent to BSP I, used by BSP I, existing as of the Effective Date, and identified on Schedule 4.05 , shall be a BSP I Joint Facility. Any makeup water necessary for the operation of the BSP II cooling towers will come from the cooling water pond. Any makeup water necessary for the cooling water pond will come from the BSP I storage ponds, described in Section 4.06 hereof. There will be no fee charged for the use of the cooling water pond and the Groups shall share the ongoing cost of maintenance of the cooling water pond equally.

      4.06 Water Storage Ponds. The approximately one hundred (100) surface acres holding pond closest to Highway 109 and the approximately two hundred (200) surface acre evaporation ponds used by BSP I and existing as of the Effective Date, and identified on Schedule 4.05 , shall be BSP I Joint Facilities. As of the date of Commercial Operation, the holding pond and the evaporation pond will be used as water storage ponds for both Plants, but shall remain BSP I Joint Facilities. The BSP II Owners shall construct an additional water storage pond, to be located Southwest of the Plant site, that will be a BSP II Joint Facility. Collectively, the storage ponds will supply makeup water to the cooling water pond. The BSP II Owners shall construct, pay for, and own any pumps and a pipeline necessary to connect the storage ponds to the cooling pond. These pumps and pipeline shall be BSP II Joint Facilities. There will be no Joint Facilities Fees or other fees charged for the use of the storage ponds. BSP II Owners shall be solely responsible for the ongoing cost of maintenance of any pumps and pipeline necessary to connect the storage ponds to the cooling pond.

      4.07 BSP II Cooling Tower Blowdown Pond. The BSP II Owners shall construct, pay for, and own a new cooling tower blowdown pond on the western edge of the BSP II Plant Site, identified on Schedule 4.07 (“BSP II Cooling Tower Blowdown Pond”). The BSP II Cooling Tower Blowdown Pond shall be maintained at the sole cost of the BSP II Owners and will not be a Joint Facility. Notwithstanding the foregoing sentence, the BSP II Cooling Tower Blowdown Pond shall be used to provide water supply to both the existing BSP I brine concentrator and new BSP II brine concentrator. The BSP II Owners shall construct, pay for,

and own any pumps or pipeline necessary to connect the BSP II Cooling Water Blowdown Pond to the existing and new brine concentrators. No fee shall be charged for the BSP I Owners use of the BSP II Cooling Water Blowdown Pond to provide water supply to the existing brine concentrator. BSP II Owners shall be solely responsible for the ongoing cost of maintenance of any pumps and pipeline necessary to connect the BSP II Cooling Water Blowdown Pond to the existing BSP I brine concentrator and the new BSP II brine concentrator.

      4.08 Demineralizer Trains. The BSP II Owners shall purchase and erect a new demineralizer train at BSP I to supplement the existing system of vessels, piping, valves, and controls for preparing the main boiler supply water on the ground floor of the BSP I main building, between column lines C6 to L and column lines 8 to 9, with all three demineralizer trains operated out of the same location. The two existing demineralizer trains shall be BSP I Joint Facilities and the new demineralizer train shall be a BSP II Joint Facility. There will be no fee charged for the use of the existing or new demineralizer trains and the BSP I Owners and BSP II Owners shall split the ongoing cost of maintenance of the three demineralizer trains between the two Plants in proportion to the demineralized water use of the Plants, measured (and not calculated) in gallons during the previous calendar year.

      4.09 Cold Lime Softener. The BSP II Owners intend to purchase from the BSP I Owners the existing BSP I cold lime softener at depreciated book value and associated real estate identified on Schedule 4.05 . If the BSP II Owners exercise their option to purchase the real estate described in the Option to Purchase Contract, they shall purchase the cold lime softener from the BSP I Owners on the date the Option to Purchase Contract is exercised. If this purchase occurs, the cold lime softener shall not be a BSP II Joint Facility. The BSP II Owners shall construct, pay for, and own a new pipeline and any additional facilities necessary to connect the cold lime softener discharge to the BSP II Plant’s circulating water system. The new facilities referred to in the preceding sentence shall not be Joint Facilities. The BSP II Owners shall be solely responsible for the ongoing costs of maintenance for the cold lime softener, if purchased from the BSP I Owners.

ARTICLE V

COAL AND ASH JOINT FACILITIES

      5.01 Coal And Ash Joint Facilities. For purposes of this Agreement, the “Coal and Ash Joint Facilities” are those facilities used to receive and store coal and ash necessary in the operation of, or produced from the operation of, BSP I and BSP II. Coal and Ash Joint Facilities shall consist of the facilities described in this Article V and in the “Coal and Ash Joint Facilities” set forth in Schedule 5.01 attached hereto.

      5.02 Coal Dead Storage Area. The coal dead storage pile area used by BSP I and existing as of the Effective Date shall be a BSP I Joint Facility. Contemporaneously herewith, the Owners have entered into the Option to Purchase Contract, which, among other things, contemplates the purchase by the BSP II Owners of a portion of the existing coal dead storage area. If the BSP II Owners purchase a portion of the existing coal dead storage area, the portion purchased shall be a BSP II Joint Facility. The existing coal dead storage area is adequate for the storage and stockpiling of coal in sufficient quantities for both BSP I and BSP II and both Groups may use the coal dead storage area to store any amount of coal as may be needed for the

operation of BSP I and BSP II. There will be no Joint Facilities Fees or other fee charged for the use of the coal dead storage areas (other than costs related to the initial development by BSP II of its share of the site (which costs shall be borne exclusively by BSP II)), and the Groups shall share the ongoing cost of maintenance of the coal dead storage areas equally.

      5.03 BSP II Live Coal Storage. The BSP II Owners shall construct, pay for, and own a new conveyor from the head of the #2 conveyor (located in the coal dead storage area) to the new BSP II coal storage silos. The new conveyor shall have a retractable plow suitable for use to provide stack-out to dead storage. A description of the new conveyor system and the stack-out chute is set forth on Schedule 5.03 attached hereto. The new conveyor shall be maintained at the sole cost of the BSP II Owners and will not be a Joint Facility. The new stack-out chute will be a BSP II Joint Facility. There will be no fee charged for the use of the new stack-out chute and the ongoing cost of maintenance of the new stack-out chute shall be shared equally between the Groups.

      5.04 Coal Measuring Procedure. All coal that enters or leaves the coal dead storage pile area shall be measured and accounted for pursuant to procedures to be developed by the Operator. Such procedures shall provide for the accurate and complete measurement of the coal inventory of each Group and the use of such coal and, as appropriate, shall reflect the quality of coal and any shrinkage.

      5.05 New Coal Yard Shop. The BSP II Owners shall construct, pay for, and own a new coal yard shop for storage and maintenance of mobile equipment used in connection with coal and ash handling. The new coal yard shop shall be located on land that the BSP II Owners anticipate purchasing from the BSP I Owners pursuant to the Option to Purchase Contract. The new coal yard shop shall be a BSP II Joint Facility. Although a Joint Facility, no Joint Facilities Fee or other fee shall be charged to the BSP I Owners for use of the new coal yard shop, and the BSP II Owners shall be solely responsible for the cost of maintenance of the new coal yard shop.

      5.06 Mobile Equipment. The BSP I mobile equipment, consisting of the types of mobile equipment listed on Schedule 5.06 hereto, shall be BSP I Joint Facilities. Ninety (90) days before the date of the first coal delivery to BSP II, the BSP II Owners shall purchase one-half of such mobile equipment from the BSP I Owners at its depreciated book value. Any new mobile equipment that the Groups agree is required for joint use by BSP I and BSP II shall be purchased with one-half of the cost borne by the BSP I Owners and one-half borne by the BSP II Owners, so that, to the extent possible, ownership of the mobile equipment is divided equally between the Groups. With respect to the types of mobile equipment required to have certificates of title under applicable Law, the BSP I Owners and BSP II Owners shall each endeavor to purchase individual units of such mobile equipment in order that the value, measured by the purchase price, shall approximate, as much as possible, half of the value of such mobile equipment required to have certificates of title. All new mobile equipment purchased by the BSP I Owners that is intended to be used jointly by the Groups shall be BSP I Joint Facilities. All new mobile equipment purchased by the BSP II Owners that is intended to be used jointly by the Groups shall be BSP II Joint Facilities. Each Group shall split the cost of maintaining all mobile equipment in proportion to the coal consumption at the two Plants; provided, however, that each Group shall pay all costs associated with owning and operating its own motor vehicles. The

E&O Committees shall, to the extent necessary, develop policies and procedures to implement the mobile equipment ownership arrangement of this Section 5.06.

      5.07 Coal Receiving System, Rail Spur and Coal Unloading Facilities. The coal receiving system, rail spur and fuel unloading facilities used for BSP I and existing on the Effective Date shall be BSP I Joint Facilities. The coal receiving system, rail spur and fuel unloading facilities consist of such facilities as are necessary for transporting, loading and unloading coal and other materials, including but not limited to BSP I’s rail spur, rail car rotary dumper, positioner and #1 and #2 conveyors all as described more fully in Schedule 5.07 attached hereto. The BSP II Owners shall pay a fee for the use of the coal receiving system, rail spur and fuel unloading facilities as calculated pursuant to Section 9.05.

      5.08 Rail Cars. BSP I currently leases rail cars under a fifteen (15) year lease, which lease terminates in 2011, and thereafter shall lease or purchase, as it deems appropriate, its rail cars. BSP II shall purchase or lease rail cars, as it deems appropriate. The BSP I rail cars shall be BSP I Joint Facilities and the BSP II rail cars shall be BSP II Joint Facilities. Each Group’s rail cars shall be used principally for the benefit of the Group that owns or leases the rail cars, but the Operator may use any of the rail cars for both Plants if it determines such use is efficient. For rail cars of one Plant being used by the other, a usage fee for rail cars shall be determined by the Operator at the end of each calendar year based on the actual usage of the rail cars by BSP I and BSP II and the actual costs associated with the same. Each Plant will bear its own costs for leasing, operating or maintaining its rail cars.

      5.09 Ash Disposal Area. The existing BSP I ash disposal site shall be a Big Stone I Joint Facility. Both Groups shall pay for ongoing capital improvements made to the ash disposal site after the date BSP II first achieves Commercial Operation, including but not limited to any reclamation costs and any environmental remediation costs, in proportion to each Plant’s total volume of ash deposited in the site. Other than as specifically included herein, the BSP II Owners shall not pay for any volume of the existing ash disposal site consumed as a result of BSP II Plant ash being deposited. Instead, a calculation will be made of the volume of the existing site consumed by the ash from the BSP II Plant, and when and if it becomes necessary to construct a new ash disposal site, the BSP II Owners shall pay for all costs associated with creation of a new site with a capacity equal to the volume of ash that was disposed by BSP II into the existing ash disposal site. Nothing herein shall prevent the Groups from agreeing to the creation of a new site larger in capacity than that required by the previous sentence, and in such event, the costs of creating such ash disposal site shall be as the Groups may agree. All costs of maintaining a new site shall be shared between the Groups in proportion to the volume of ash deposited by each Plant on an ongoing basis. Each Group will pay its costs associated with delivering its respective ash to the existing ash disposal site and any new ash disposal site.

      5.10 Relocation of Ash Silo. The existing BSP I ash silo, a thirty-five (35) feet by sixty-four (64) feet and three (3) inches steel fly ash bin manufactured by the United Conveyor Corporation, shall be relocated by the BSP II Owners, at their sole expense, to a location at the BSP II Plant Site agreed to by the Groups. The relocated BSP I ash silo shall continue to be owned by BSP I Owners and shall not be a Joint Facility. The BSP I Owners shall not be charged for the use of the BSP II property on which ash silo will be relocated. BSP I Owners shall be responsible for all costs of maintaining the BSP I Ash Silo.

ARTICLE VI

ADDITIONAL JOINT FACILITIES

      6.01 Plant Joint Facilities. The “Additional Joint Facilities” are those facilities described in this Article VI and in those Additional Joint Facilities set forth in Schedule 6.01 attached hereto.

      6.02 Warehouse. The existing BSP I fifty-eight (58) feet by two hundred and ten (210) feet coal yard shop building adjacent to the existing BSP I cooling pond and north of the existing BSP I pollution control equipment currently being used by BSP I as of the Effective Date will be a BSP I Joint Facility and will become a warehouse for both BSP I and BSP II for storage of Materials and Supplies. Although a Joint Facility, there will be no Joint Facilities Fee or other fee charged for the use of the warehouse and the Groups shall share the ongoing cost of maintenance of the warehouse equally. The BSP II Owners shall construct and pay for all costs associated with converting the existing BSP I coal yard shop into a warehouse, including, without limitation, any upgrades or modifications to the existing computerized tracking system for parts and inventory required to permit tracking of parts and inventory so that if either Plant uses Materials and Supplies owned by the other Plant and which are stored in the warehouse, an accounting of such use shall be possible. Reimbursement for any Materials and Supplies of one Plant used by the other Plant will be at original cost plus twenty percent (20%).

      6.03 Office and Locker Room. The BSP II Owners shall construct, pay for and own additional office and locker room space as needed. Any new office or locker room space constructed by the BSP II Owners will be a BSP II Joint Facility. BSP I Owners shall be allowed to use any office and locker room space built by the BSP II Owners and needed in connection with the operation of BSP I at no charge. The existing office and locker room will be BSP I Joint Facilities. BSP II Owners shall be allowed to use any existing office and locker room space needed in connection with the operation of BSP II at no charge. The Groups shall share the ongoing cost of maintenance of the office and locker rooms equally.

      6.04 Roads and Parking. The BSP II Owners shall construct, pay for and own additional roads and parking as needed. The existing roads and parking will be BSP I Joint Facilities. Any new roads and parking constructed by the BSP II Owners will be BSP II Joint Facilities. The Groups shall share the ongoing cost of maintenance of the roads and parking equally.

      6.05 Control Room. Except for the distributed control systems and all other systems necessary for the operation and control of BSP I, the control room used for the operation and control of BSP I and existing on the Effective Date shall be a BSP I Joint Facility. The BSP II Owners shall construct, pay for and own all distributed control systems and all other systems necessary for the operation and control of BSP II and located in the control room. Any new distributed control systems and all other systems necessary for the operation and control of BSP II and located in the control room and paid for by the BSP II Owners shall not be Joint Facilities. Except for the distributed control systems and all other systems necessary for the operation and control of each Plant which will be separately owned by each Plant, BSP I Owners and BSP II Owners shall share the ongoing cost of maintenance of the control room equally between the two Plants. BSP I Owners and BSP II Owners shall cooperate to direct the Operator on the most

effective use of the control room to operate both Plants. Nothing herein shall prevent the Owners from establishing a common distributed control system.

      6.06 Common Fire System. The existing fire system, consisting of the electric and diesel fire pumps in the circulating water inlet building and all associated supply piping, valves, hydrants, and hydrant buildings at the BSP I Plant Site and currently used for BSP I and existing on the Effective Date will be a BSP I Joint Facility. The BSP II Owners shall construct and pay for additions and upgrades to the fire system which the Groups agree are needed for the construction and operation of BSP II. Any new additions to the fire system constructed and paid for by the BSP II Owners shall be BSP II Joint Facilities. There will be no Joint Facilities Fees or other fee charged for the use of the existing fire system or any additions or upgrades and the BSP I Owners and BSP II Owners shall share the ongoing cost of maintenance of the common fire system in proportion to the nameplate Capacity of the two Plants.

ARTICLE VII

ELECTRICAL SUBSTATION

      7.01 MISO Interconnection Request. The BSP II Owners have submitted an interconnection request to the MISO and pursuant to MISO’s FERC-filed tariff addressing such interconnection requests, the BSP II Owners anticipate entering into an interconnection agreement with MISO and affected transmission owners. The BSP II Owners shall provide a copy of all interconnection studies done by or with MISO regarding BSP II to the BSP I Owners.

      7.02 Transmission Owners’ Additions and Upgrades. To the extent any additions or upgrades to the BSP I electrical substation (the “Electrical Substation”) are required due to the construction of BSP II, and such additions or upgrades are deemed to be on the transmission owners’ side of the point of interconnection (as defined in the MISO interconnection agreement or pursuant to the BSP II Participation Agreement), then the costs of such additions or upgrades shall be as directed in the MISO interconnection agreement. The BSP II Owners shall reimburse the BSP I Owners for any such costs, but only to the extent any such additions or upgrades are required to be made pursuant to the MISO interconnection agreement.

      7.03 Generation Owners’ Additions and Upgrades. Any additions or upgrades required to be made to the Electrical Substation that are deemed to be on the generators’ side of the point of interconnection (as defined in the MISO interconnection agreement) shall be made by, owned, maintained, and paid for by the BSP II Owners and shall be BSP II Joint Facilities. Those components of the Electrical Substation that do not require additions or upgrades shall continue to be owned by the BSP I Owners and shall be BSP I Joint Facilities. Before making any such additions or upgrades, the BSP II Owners shall provide information regarding the same to the BSP I Owners. This information shall include, but not be limited to, a one-line diagram showing the proposed additions and upgrades to the Electrical Substation. All such additions or upgrades (including, without limitation, the one-line diagram) must be approved by the BSP I Owners, which approval shall not be unreasonably withheld, before the BSP II Owners make any such additions or upgrades.

      7.04 Direct Cost Reimbursements Before Commercial Operation . Prior to the first date of Commercial Operation, no additions or upgrades shall have or cause a material adverse

impact on BSP I’s reliability or available Capacity or Energy delivery. If there is such a material adverse impact prior to the first date of Commercial Operation caused by such additions or upgrades, then the BSP II Owners shall reimburse the BSP I Owners for lost Capacity or Energy as follows:

provided, however, that if the market price of such Capacity or Energy is less than what it would have cost the BSP I Owners to produce such Capacity or Energy, then the BSP II Owners shall have no obligations under this Section 7.04.

      7.05 No Cost Reimbursement After Commercial Operation. After the first date of Commercial Operation, each Group shall be responsible for maintaining its own Electrical Substation Joint Facilities and shall be responsible, under applicable Law, for obtaining its own replacement Capacity and Energy in the event of an outage or any other service interruption that is related to the Electrical Substation. Nothing herein shall affect, alter or modify any rights or obligations created by that certain Settlement Agreement entered into on or around March 24, 2005 by and among MISO, Otter Tail, Montana-Dakota, Minnkota Power Cooperative, Inc. as agent for Northern Municipal Power Agency, and NorthWestern.

ARTICLE VIII

CONSUMABLES, PRODUCT SALES AND EMISSIONS

      8.01 Electricity Consumed by the Joint Facilities. The electricity necessary for the operation of the lake water intake and pipeline structure addressed in Section 4.04 hereof and the coal receiving system, rail spur and coal unloading facilities addressed in Section 5.07 hereof shall be provided by the BSP I Owners and the BSP II Owners in proportion to the respective water usage (on a calculated basis) and coal consumption, respectively, of the Plants for the previous calendar year. For all Joint Facilities, other than the lake water intake and pipeline structure and the coal receiving system, rail spur and fuel unloading facilities, the cost of electricity shall be recovered through the particular arrangement for ongoing cost of maintenance for such Joint Facility.

      8.02 Fuel Oil Sales to BSP II. The BSP I Owners own a five hundred thousand (500,000) gallon fuel oil storage tank, forty-eight (48) feet in diameter and forty (40) feet tall, constructed of carbon steel and designated V60-B, located closest to the existing cooling pond on the BSP I Plant site. The fuel oil storage tank has sufficient capacity to meet the ongoing fuel oil needs of both Plants. The fuel oil storage tank will not be a Joint Facility, but the BSP II Operator shall purchase all of the fuel oil necessary for the operation of BSP II from the BSP I Owners. All fuel oil stored in the fuel oil storage tank shall be No. 2 fuel oil. The purchase price for the fuel oil shall be the BSP I cost of the fuel oil, plus a fee of twenty percent (20%). The BSP II Owners shall construct, pay for, own, and maintain at their expense any new pipeline or other facilities necessary to transport the fuel oil to the BSP II Plant and these facilities will not be Joint Facilities. The BSP I Owners shall keep reasonable fuel oil supplies on hand to meet the fuel oil needs of BSP II.

      8.03 Brine Concentrator Product Water and Steam Sales. Nothing in this Agreement shall alter any existing agreements between the BSP I Owners and Northern Lights Ethanol, LLC for the sale of steam or brine concentrator product water from any BSP I Joint Facilities, nor require the BSP I Owners to compensate the BSP II Owners for the use of a new BSP II brine concentrator contemplated by Section 4.03 hereof in connection with any existing agreement between the BSP I Owners and Northern Lights Ethanol, LLC.

      8.04 Permits.

      8.05 Joint Scrubber. Notwithstanding the BSP II Owners’ obligation to pay the costs associated with amending or obtaining the initial single air emission permit pursuant to Section 8.04, the BSP I Owners agree it is the intent that a single wet scrubber (“Joint Scrubber”) (*).

ARTICLE IX

OPERATION OF JOINT FACILITIES, USAGE FEE AND
PAYMENT, SINGLE OPERATOR

      9.01 Operation of the Joint Facilities. Except as otherwise provided for in this Agreement, the single Operator contemplated by Section 9.06 shall be responsible for operating the BSP I Joint Facilities and the BSP II Joint Facilities pursuant to separate agreements with each Group for the operation of each Plant and, so long as there is a single Operator, each Group’s Operator shall fairly allocate its time between BSP I and BSP II.

      9.02 Designated Representatives. Each Group shall appoint an individual representative to serve as its official representative (a “Designated Representative”) to communicate the decisions of each Group to the other Group with respect to matters related to each Group’s respective Plant, Joint Facilities, and all other matters contemplated hereunder. Each Group shall be entitled to rely on a communication with respect to a Plant matter, whether written or oral, from a Designated Representative, unless it receives written notice signed by all Owners of a Group (with the exception of the former Designated Representative), as may be required under the applicable Participation Agreement, that the Designated Representative of a Group is no longer the Group’s Designated Representative and naming the Group’s new Designated Representative.

      9.03 Joint Facilities Charges. The BSP II Owners shall pay to the BSP I Owners or, in relevant instances, the BSP I Owners shall pay the BSP II Owners, a monthly amount determined by the application of Joint Facilities Fee formula in Section 9.05 hereof (each, a “Joint Facilities Fee”). All cost allocations contemplated in this Agreement and all payments of any Joint Facilities Fees hereunder shall not commence until the date on which BSP II receives its first shipment of coal, except that the BSP II Owners shall reimburse the BSP I Owners for all costs incurred for filling any of BSP II’s water facilities that occur prior to the aforementioned first shipment.

      9.04 Netting of Payment. There shall be a monthly netting of amounts due between BSP I Owners and BSP II Owners of the Joint Facilities Fees, so that one payment will be made by one Group to the other Group each month. The Operator shall prepare the monthly net invoice.

      9.05 Joint Facilities Fee Formulas. The Joint Facilities Fee formula in this Section

9.05 shall apply only to lake water intake and pipeline structure Joint Facilities addressed in Section 4.04 and the coal receiving system, rail spur and fuel unloading facilities addressed in Section 5.07. Schedule 9.05 sets forth the Joint Facilities (*). The payment of Joint Facilities Fees will commence on the date BSP II receives its first shipment of coal, except that the BSP II Owners’ reimbursement of the BSP I Owners for costs incurred for filling any of BSP II’s water facilities shall occur upon invoice by BSP I of the BSP II Owners therefor.

The additional terms within the above Formula shall be defined as follows:

Net Investment : Shall mean the (*) of the (*) of the Joint Facility.

      Annual Fixed Charge : For the Joint Facilities identified herein, the Annual Fixed Charge shall be (*).

      9.06 Single Operator.

      9.07 Joint Ownership of Joint Facilities. The Groups may jointly own Joint Facilities, provided that all Owners unanimously agree to such joint ownership in writing prior to the transfer of title or acquisition of a jointly-owned Joint Facility.

ARTICLE X

ACQUISITION OF PROPERTY AND ACCESS; INDEMNIFICATION

      10.01 Option to Purchase Contract. Contemporaneously with the execution of this Agreement, the BSP I Owners and Otter Tail, as administrative agent for itself and the other BSP II Owners, shall enter into the Option to Purchase Contract, substantially in the form attached hereto as Schedule 10.01(A) . The BSP I Owners and Otter Tail, as administrative agent for itself and the other BSP II Owners, shall also, contemporaneously with the execution of this Agreement, execute and deliver a memorandum of the Option to Purchase Contract, substantially in the form attached hereto as Schedule 10.01(B) . Otter Tail and the other BSP II Owners shall have the option to purchase none, some or all of the property that is the subject of the Option to Purchase Contract, based (in the BSP II Owners’ sole discretion) on the results of the environmental due diligence conducted pursuant to Section 10.09 below. Otter Tail, in its capacity as administrative agent for itself and the other BSP II Owners for purposes of the Option to Purchase Contract, shall, with respect thereto, only act or not act, as directed by the BSP II E&O Committee.

      10.02 Easement Agreement.