Common use of Total Consolidated Debt Clause in Contracts

Total Consolidated Debt. (a) Indebtedness for borrowed money $ plus (b) Indebtedness for deferred purchase price of property/services (+) $ plus (c) Liabilities for accumulated funding deficiencies (prior to the effectiveness of the applicable provisions of the Pension Protection Act of 2006 with respect to a Plan) and liabilities for failure to make a payment required to satisfy the minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA (on and after the effectiveness of the applicable provisions of the Pension Protection Act of 2006 with respect to a Plan). (+) $ plus (d) Liabilities in connection with withdrawal liability under ERISA to any Multiemployer Plan (+) $ plus (e) Obligations under acceptance facilities (+) $ plus (f) Obligations under Capital Leases (+) $ plus (g) Obligations under interest rate swap, “cap”, “collar” or other hedging agreement (+) $ plus (h) Off-Balance Sheet Liabilities (+) $ plus (i) the Consumers Preferred Equity (+) $ plus (j) non-contingent obligations in respect of letters of credit and bankers’ acceptances (+) $ plus (k) Guaranties, endorsements and other contingent obligations (+) $ plus (l) elimination of reduction in Debt due to any election under Section 25 of Accounting Standards Codification Subtopic 825-10 to “fair value” any Debt or other liabilities of the Company or any Subsidiary (+) $ plus (m) elimination of reduction in Debt due to application of Accounting Standards Codification Subtopic 470-20 (+) $ minus (n) Principal amount of any Securitized Bonds (-) $ minus (o) Junior Subordinated Debt of the Company owned by any Hybrid Equity Securities Subsidiary or Hybrid Preferred Securities Subsidiary (-) $ minus (p) Agreed upon percentage of Net Proceeds from issuance of hybrid debt/equity securities (other than Junior Subordinated Debt, Hybrid Equity Securities and Hybrid Preferred Securities) (-) $ minus (q) Liabilities on the Company’s balance sheet resulting from the disposition of the Palisades Nuclear Plant (-) $ minus (r) Mandatorily Convertible Securities (-) $ minus (s) Project Finance Debt of the Company or any Consolidated Subsidiary (-) $ minus (t) Debt of Affiliates of the Company of the type described in clause (vii) of the definition of “Total Consolidated Debt” (-) $ minus (u) Debt of the Company and its Affiliates that is re-categorized as such from certain lease obligations pursuant to Section 15 of Accounting Standards Codification Subtopic 840-10 (-) $ minus (v) Debt of EnerBank USA (-) $ Total $

Total Consolidated Debt. (a) Indebtedness for borrowed money $ plus (b) Indebtedness for deferred purchase price of property/services (+) $ plus (c) Liabilities for accumulated funding deficiencies (prior to the effectiveness of the applicable provisions of the Pension Protection Act of 2006 with respect to a Plan) and liabilities for failure to make a payment required to satisfy the minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA (on and after the effectiveness of the applicable provisions of the Pension Protection Act of 2006 with respect to a Plan). (+) $ plus (d) Liabilities in connection with withdrawal liability under ERISA to any Multiemployer Plan (+) $ plus (e) Obligations under acceptance facilities (+) $ plus (f) Obligations under Capital Leases (+) $ plus (g) Obligations under interest rate swap, “cap”, “collar” or other hedging agreement (+) $ plus (h) Off-Balance Sheet Liabilities (+) $ plus (i) the Consumers Preferred Equity (+) $ plus (j) non-contingent obligations in respect of letters of credit and bankers’ acceptances (+) $ plus (kj) Guaranties, endorsements and other contingent obligations (+) $ plus (lk) elimination of reduction in Debt due to any election under Section 25 of Accounting Standards Codification Subtopic 825-10 to “fair value” any Debt or other liabilities of the Company or any Subsidiary (+) $ plus (ml) elimination of reduction in Debt due to application of Accounting Standards Codification Subtopic 470-20 (+) $ minus (nm) Principal amount of any Securitized Bonds (-) $ minus (on) Junior Subordinated Debt of the Company, Hybrid Equity Securities and Hybrid Preferred Securities of the Company or owned by any Hybrid Equity Securities Subsidiary or Hybrid Preferred Securities Subsidiary (-) $ minus (po) Agreed upon percentage of Net Proceeds from issuance of hybrid debt/equity securities (other than Junior Subordinated Debt, Hybrid Equity Securities and Hybrid Preferred Securities) (-) $ minus (qp) Liabilities on the Company’s balance sheet resulting from the disposition of the Palisades Nuclear Plant (-) $ minus (r) Mandatorily Convertible Securities (-) $ minus (s) Project Finance Debt of the Company or any Consolidated Subsidiary (-) $ minus (tq) Debt of Affiliates of the Company of the type described in clause (viiv) of the definition of “Total Consolidated Debt” (-) $ minus (ur) Debt of the Company and its Affiliates that is re-categorized as such from certain lease obligations pursuant to Section 15 of Accounting Standards Codification Subtopic 840-10 (-) $ minus (v) Debt of EnerBank USA (-) $ Total $

Total Consolidated Debt. (a) Indebtedness for borrowed money $ plus (b) Indebtedness for deferred purchase price of property/services (+) $ plus (c) Liabilities for accumulated funding deficiencies (prior to the effectiveness of the applicable provisions of the Pension Protection Act of 2006 with respect to a Plan) and liabilities for failure to make a payment required to satisfy the minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA (on and after the effectiveness of the applicable provisions of the Pension Protection Act of 2006 with respect to a Plan). (+) $ plus (d) Liabilities in connection with withdrawal liability under ERISA to any Multiemployer Plan (+) $ plus (e) Obligations under acceptance facilities (+) $ plus (f) Obligations under Capital Leases (+) $ plus (g) Obligations under interest rate swap, “cap”, “collar” or other hedging agreement (+) $ plus (h) Off-Balance Sheet Liabilities Guaranties, endorsements and other contingent obligations (+) $ plus (i) the Consumers Preferred Equity Off-Balance Sheet Liabilities (+) $ plus (j) non-contingent obligations in respect of letters of credit and bankers’ acceptances (+) $ plus minus (k) Guaranties, endorsements and other contingent obligations (+) $ plus (l) elimination of reduction in Debt due to any election under Section 25 of Accounting Standards Codification Subtopic 825-10 to “fair value” any Debt or other liabilities of the Company or any Subsidiary (+) $ plus (m) elimination of reduction in Debt due to application of Accounting Standards Codification Subtopic 470-20 (+) $ minus (n) Principal amount of any Securitized Bonds (-) $ minus (ol) Junior Subordinated Debt of the Company owned by any Hybrid Equity Securities Subsidiary or Hybrid Preferred Securities Subsidiary (-) $ minus (pm) Hybrid Equity Securities and Hybrid Preferred Securities outstanding as of December 31, 2002 (including subordinated guaranties by the Company of payments with respect thereto) (-) $ minus (n) Agreed upon percentage of Net Proceeds from issuance of hybrid debt/equity securities (other than Junior Subordinated Debt, Hybrid Equity Securities and Hybrid Preferred Securities) (-) $ minus (qo) Liabilities on the Company’s balance sheet resulting from the disposition of the Palisades Nuclear Plant (-) $ minus (r) Mandatorily Convertible Securities (-) $ minus (s) Project Finance Debt of the Company or any Consolidated Subsidiary (-) $ minus (tp) Debt of Affiliates of the Company of the type described in clause (viivi) of the definition of “Total Consolidated Debt” (-) $ minus (uq) Debt of the Company and its Affiliates that is re-categorized as such from certain lease obligations pursuant to Section 15 of Accounting Standards Codification Subtopic 840Emerging Issues Task Force Issue 01-10 8 (-) $ minus (vr) Debt Non-cash obligations resulting from the adoption of EnerBank USA FASB No. 158 to the extent such obligations are required to be treated as debt (-) $ Total $

Total Consolidated Debt. (a) Indebtedness for borrowed money $ plus (b) Indebtedness for deferred purchase price of property/services (+) $ plus (c) Liabilities for accumulated funding deficiencies (prior to the effectiveness of the applicable provisions of the Pension Protection Act of 2006 with respect to a Plan) and liabilities for failure to make a payment required to satisfy the minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA (on and after the effectiveness of the applicable provisions of the Pension Protection Act of 2006 with respect to a Plan). (+) $ plus (d) Liabilities in connection with withdrawal liability under ERISA to any Multiemployer Plan (+) $ plus (e) Obligations under acceptance facilities (+) $ plus (f) Obligations under Capital Leases (+) $ plus (g) Obligations under interest rate swap, “cap”, “collar” or other hedging agreement (+) $ plus (h) Off-Balance Sheet Liabilities (+) $ plus (i) the Consumers Preferred Equity (+) $ plus (j) non-contingent obligations in respect of letters of credit and bankers’ acceptances (+) $ plus (kj) Guaranties, endorsements and other contingent obligations (+) $ plus (lk) elimination of reduction in Debt due to any election under Section 25 of Accounting Standards Codification Subtopic 825-10 to “fair value” any Debt or other liabilities of the Company or any Subsidiary (+) $ plus (ml) elimination of reduction in Debt due to application of Accounting Standards Codification Subtopic 470-20 (+) $ minus (nm) Principal amount of any Securitized Bonds (-) $ minus (on) Junior Subordinated Debt of the Company owned by any Hybrid Equity Securities Subsidiary or Hybrid Preferred Securities Subsidiary (-) $ minus (po) Agreed upon percentage of Net Proceeds from issuance of hybrid debt/equity securities (other than Junior Subordinated Debt, Hybrid Equity Securities and Hybrid Preferred Securities) (-) $ minus (qp) Liabilities on the Company’s balance sheet resulting from the disposition of the Palisades Nuclear Plant (-) $ minus (r) Mandatorily Convertible Securities (-) $ minus (s) Project Finance Debt of the Company or any Consolidated Subsidiary (-) $ minus (tq) Debt of Affiliates of the Company of the type described in clause (viiv) of the definition of “Total Consolidated Debt” (-) $ minus (ur) Debt of the Company and its Affiliates that is re-categorized as such from certain lease obligations pursuant to Section 15 of Accounting Standards Codification Subtopic 840-10 (-) $ minus (v) Debt of EnerBank USA (-) $ Total $

Total Consolidated Debt. (a) Indebtedness for borrowed money $ plus (b) Indebtedness for deferred purchase price of property/services (+) $ plus (c) Liabilities for accumulated funding deficiencies (prior to the effectiveness of the applicable provisions of the Pension Protection Act of 2006 with respect to a Plan) and liabilities for failure to make a payment required to satisfy the minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA (on and after the effectiveness of the applicable provisions of the Pension Protection Act of 2006 with respect to a Plan). (+) $ plus (d) Liabilities in connection with withdrawal liability under ERISA to any Multiemployer Plan (+) $ plus (e) Obligations under acceptance facilities (+) $ plus (f) Obligations under Capital Leases (+) $ plus (g) Obligations under interest rate swap, “cap”, “collar” or other hedging agreement (+) $ plus (h) Off-Balance Sheet Liabilities Guaranties, endorsements and other contingent obligations (+) $ plus (i) the Consumers Preferred Equity Off-Balance Sheet Liabilities (+) $ plus (j) non-contingent obligations in respect of letters of credit and bankers’ acceptances (+) $ plus minus (k) Guaranties, endorsements and other contingent obligations (+) $ plus (l) elimination of reduction in Debt due to any election under Section 25 of Accounting Standards Codification Subtopic 825-10 to “fair value” any Debt or other liabilities of the Company or any Subsidiary (+) $ plus (m) elimination of reduction in Debt due to application of Accounting Standards Codification Subtopic 470-20 (+) $ minus (n) Principal amount of any Securitized Bonds (-) $ -)$ minus (ol) Junior Subordinated Debt of the Company owned by any Hybrid Equity Securities Subsidiary or Hybrid Preferred Securities Subsidiary (-) $ -)$ minus (pm) Agreed upon percentage of Net Proceeds from issuance of hybrid debt/equity securities (other than Junior Subordinated Debt, Hybrid Equity Securities and Hybrid Preferred Securities) (-) $ -)$ minus (qn) Liabilities on the Company’s balance sheet resulting from the disposition of the Palisades Nuclear Plant (-) $ -)$ minus (r) Mandatorily Convertible Securities (-) $ minus (s) Project Finance Debt of the Company or any Consolidated Subsidiary (-) $ minus (to) Debt of Affiliates of the Company of the type described in clause (viiv) of the definition of “Total Consolidated Debt” (-) $ -)$ minus (up) Debt of the Company and its Affiliates that is re-categorized as such from certain lease obligations pursuant to Section 15 of Accounting Standards Codification Subtopic 840-10 (previously referred to as Emerging Issues Task Force Issue No. 01-) $ minus 8) (v) Debt of EnerBank USA (-) $ -)$ Total $

Total Consolidated Debt. (a) Indebtedness for borrowed money $ plus (b) Indebtedness for deferred purchase price of property/services (+) $ plus (c) Liabilities for accumulated funding deficiencies (prior to the effectiveness of the applicable provisions of the Pension Protection Act of 2006 with respect to a Plan) and liabilities for failure to make a payment required to satisfy the minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA (on and after the effectiveness of the applicable provisions of the Pension Protection Act of 2006 with respect to a Plan). (+) )$ plus (d) Liabilities in connection with withdrawal liability under ERISA to any Multiemployer Plan (+) )$ plus (e) Obligations under acceptance facilities (+) )$ plus (f) Obligations under Capital Leases (+) )$ plus (g) Obligations under interest rate swap, “cap”, “collar” or other hedging agreement (+) )$ plus (h) Off-Balance Sheet Liabilities (+) $ plus (i) the Consumers Preferred Equity (+) $ plus (j) non-contingent obligations in respect of letters of credit and bankers’ acceptances (+) $ plus (k) Guaranties, endorsements and other contingent obligations (+) $ plus (l) elimination of reduction in Debt due to any election under Section 25 of Accounting Standards Codification Subtopic 825-10 to “fair value” any Debt or other liabilities of the Company or any Subsidiary (+) $ plus (m) elimination of reduction in Debt due to application of Accounting Standards Codification Subtopic 470-20 (+) )$ minus (ni) Principal amount of any Securitized Bonds (-) $ minus (oj) Junior Subordinated Debt of the Company owned by any Hybrid Equity Securities Subsidiary or Hybrid Preferred Securities Subsidiary (-) $ -)$ minus (pk) Hybrid Equity Securities and Hybrid Preferred Securities outstanding as of December 31, 2002 (including subordinated guaranties by the Company of payments with respect thereto) (-)$ minus (l) Agreed upon percentage of Net Proceeds from issuance of hybrid debt/equity securities (other than Junior Subordinated Debt, Hybrid Equity Securities and Hybrid Preferred Securities) (-) $ -)$ minus (qm) Liabilities on the Company’s balance sheet resulting from the disposition of the Palisades Nuclear Plant (--)$ Minus (n) $ minus (r) Mandatorily Convertible Securities (-) $ minus (s) Project Finance Debt Obligations of the Company or any and its Consolidated Subsidiary Subsidiaries of the type described in Section 1.3 of the Credit Agreement (-) $ minus -)$ Minus (to) Debt of Affiliates of the Company of the type described in clause (vii) of the definition of “Total Consolidated Debt” (-) $ -)$ minus (up) Debt of the Company and its Affiliates that is re-categorized as such from certain lease obligations pursuant to Section 15 of Accounting Standards Codification Subtopic 840Emerging Issues Task Force Issue 01-10 8 (-) $ -)$ minus (vq) Debt Non-cash obligations resulting from the adoption of EnerBank USA FASB No. 158 to the extent such obligations are required to be treated as debt (-) $ -)$ Total $