NAI-1534815718v11 ii Section 3.2 Removal ...................................... ...............................................................15 Section 3.3 President ........................................................................
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NAI-1534815718v11 EXECUTION VERSION CONFIDENTIAL FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIRSTENERGY TRANSMISSION, LLC Exhibit 10.1
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NAI-1534815718v11 i TABLE OF CONTENTS Page ARTICLE I GENERAL MATTERS ...............................................................................................2 Section 1.1 Formation .....................................................................................................2 Section 1.2 Name ............................................................................................................2 Section 1.3 Purpose .........................................................................................................2 Section 1.4 Registered Office .........................................................................................2 Section 1.5 Registered Agent ..........................................................................................2 Section 1.6 Classes of Membership Interests .................................................................3 Section 1.7 Members ......................................................................................................3 Section 1.8 Powers ..........................................................................................................4 Section 1.9 Limited Liability Company Agreement .......................................................4 Section 1.10 Issuance of Additional Membership Interests ..............................................4 Section 1.11 Deadlocks .....................................................................................................4 ARTICLE II MANAGEMENT .......................................................................................................5 Section 2.1 Directors .......................................................................................................5 Section 2.2 Number of Directors; Director Appointment Rights ...................................5 Section 2.3 Removal of Directors ...................................................................................7 Section 2.4 Vacancies .....................................................................................................7 Section 2.5 Acts of the Board .........................................................................................8 Section 2.6 Compensation of Directors ..........................................................................8 Section 2.7 Meetings of Directors; Notice ......................................................................8 Section 2.8 Quorum ........................................................................................................8 Section 2.9 Place and Method of Meetings ....................................................................9 Section 2.10 Action by the Board Without a Meeting ......................................................9 Section 2.11 Duties of Directors .....................................................................................10 Section 2.12 Committees ................................................................................................10 Section 2.13 Investor Member Board Observer .............................................................10 Section 2.14 Related Party Matters .................................................................................12 ARTICLE III OFFICERS ..............................................................................................................15 Section 3.1 Appointment and Tenure ...........................................................................15
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NAI-1534815718v11 FOURTH AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT This FOURTH AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of FirstEnergy Transmission, LLC (the “Company”) is made and entered into as of March 25, 2024 (the “Effective Date”), by and among the Company, FirstEnergy Corp., an Ohio corporation (the “FE Member”) and North American Transmission Company II L.P. (formerly known as North American Transmission Company II LLC), a Delaware limited partnership (the “Investor Member”). The Company, the FE Member and the Investor Member are each sometimes referred to herein as a “Party” and, together, as the “Parties”. RECITALS 1. Immediately prior to the execution and delivery of the Third Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 31, 2022 (the “Third A&R LLC Agreement”), the FE Member was the owner of 100% of the Membership Interests. 2. On November 6, 2021, the Company, the FE Member, the Investor Member and, solely for the purposes of Sections 5.5, 5.6(c) and 8.1(a) and Article X thereof, the Guarantors (as defined therein) entered into the Initial PSA. 3. On May 31, 2022, the Company, the FE Member, the Investor Member and the Guarantors closed the transactions contemplated under the Initial PSA, including the issuance to the Investor Member of Membership Interests constituting, at the time of such issuance, a 19.9% Percentage Interest. 4. On February 2, 2023, the Company, the FE Member, the Investor Member, solely for the purposes of Sections 5.5, 5.6(c) and 8.1(a) and Article X thereof, the Guarantors (as defined therein) and, solely for the limited purposes described therein, North American Transmission XxxXx X.X., entered into a Purchase and Sale Agreement, pursuant to which the FE Member, concurrently with the execution and delivery of this Fourth A&R LLC Agreement, sold to the Investor Member Membership Interests constituting, at the time of such sale, a 30.0% Percentage Interest (the “Second PSA”). 5. On the date hereof, substantially concurrently with but immediately following the consummation of the sale of the 30% Percentage Interest by the FE Member to the Investor Member described in the immediately preceding recital, the FE Member has contributed all of the MAIT Class B Interests held by the FE Member to the Company (the “MAIT Class B Contribution”) and, in respect of the MAIT Class B Contribution, the Company has, concurrently with the execution and delivery of this Agreement, issued to the FE Member certain additional Membership Interests that, in accordance with the terms of this Agreement, shall be classified as Special Purpose Membership Interests. 6. The Parties desire to, and by the execution and delivery of this Agreement hereby do, amend and restate in its entirety the Third A&R LLC Agreement, in order to provide for, among other things, the rights and responsibilities of the Parties with respect to the governance,
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NAI-1534815718v11 2 financing and operation of the Company, and certain other matters relating to the business arrangements between the Parties with respect to the Company. Therefore, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valid consideration the receipt of which is hereby acknowledged by each Party, and intending to be legally bound hereby, the Parties hereby agree as follows: ARTICLE I GENERAL MATTERS Section 1.1 Formation. The FE Member formed the Company as a limited liability company pursuant to the Act. Section 1.2 Name. The name of the Company is “FirstEnergy Transmission, LLC”. Section 1.3 Purpose. (a) The purpose of the Company is to engage in all lawful business for which limited liability companies may be formed under the Act and the Laws of the State of Delaware in furtherance of the following activities (the “Company Business”): (i) making direct or indirect investments in, or directly or indirectly developing, constructing, commercializing, operating, maintaining or owning, electric transmission assets and facilities (including ownership of the Company’s Subsidiaries); (ii) undertaking any business activities presently conducted by the Company; (iii) undertaking other activities that are eligible to earn recovery through cost-based transmission rates approved by FERC; and (iv) engaging in such other activities as the Board deems necessary, convenient or incidental to the conduct, promotion or attainment of the activities described in the foregoing sub-clauses (i), (ii) and (iii). (b) The Company shall not engage in any activity or conduct inconsistent with the Company Business or any reasonable extensions thereof. Section 1.4 Registered Office. The address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000. Section 1.5 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
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NAI-1534815718v11 4 (e) Except as otherwise expressly set forth in this Agreement, any matter requiring the action, consent, vote or other approval of the Members hereunder shall require action, consent, vote or approval of the Members owning at least a majority of the Common Membership Interests unless such matter expressly requires a vote of the Members owning the Special Purpose Membership Interests, in which event, such action, consent, vote or approval shall require the requisite vote of the Members owning the Special Purpose Membership Interests as expressly set forth herein with respect to such action, consent or other approval. (f) A Member shall automatically cease to be a Member upon Transfer of all of such Member’s Membership Interests made pursuant to and in accordance with the terms of this Agreement. Immediately upon any such permissible Transfer, the Company shall cause such Member to be removed from Schedule 1 to this Agreement and to be substituted by the transferee or transferees in such Transfer, and, except as otherwise expressly provided for herein, such transferee or transferees shall be deemed to be a “Party” for all purposes hereunder and all references to the FE Member or the Investor Member, as the case may be, shall be deemed to be references to such transferee or transferees (notwithstanding, in the case that more than one Person is a transferee of such Membership Interests, that such defined terms as used herein are singular in number). Section 1.8 Powers. The Company shall have the power and authority to do any and all acts necessary or convenient to or in furtherance of the purposes described in Section 1.3, including all power and authority, statutory or otherwise, possessed by, or which may be conferred upon, limited liability companies under the Laws of the State of Delaware. Section 1.9 Limited Liability Company Agreement. This Agreement shall constitute the “limited liability company agreement” of the Company for the purposes of the Act. The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of this Agreement than they would be under the Act in the absence of such provision, this Agreement shall control to the fullest extent permitted by the Act and other applicable Law. Section 1.10 Issuance of Additional Membership Interests. Except for (a) the issuance of any Excluded Membership Interests or (b) the issuance of Membership Interests made pursuant to and in accordance with Section 5.1(c), Section 5.1(d) or Article VII, the Company shall not issue any new Membership Interests, or any securities convertible into Membership Interests or other equity interests of the Company, to any Third Party or to the Members other than in accordance with their respective Percentage Interests. Section 1.11 Deadlocks. In the event of a Deadlock, the provisions of this Section 1.11 shall apply. (a) For purposes of this Agreement, a “Deadlock” means a situation in which consent has been requested with respect to any matter requiring the action, consent, vote or other approval of the Investor Member or Investor Directors but such consent, vote or other approval has been withheld by the Investor Member or one or both of the Investor Directors .
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NAI-1534815718v11 6 (c) Notwithstanding anything to the contrary in this Agreement, in the event that (i) the Investor Member’s Common Percentage Interest decreases below 19.8% but is at least 9.9%, the Investor Member shall, concurrently with such decrease, designate one Investor Director for removal from the Board such that there is one (1) remaining Investor Director, and (ii) the Investor Member’s Common Percentage Interest decreases below 9.9%, the remaining Investor Director shall be automatically removed from the Board concurrently with such decrease. If the Investor Member fails to so act concurrently with such decrease as set forth in clause (i), then the FE Member may designate (in the FE Member’s sole discretion) for removal from the Board one Investor Director, such removal being effective immediately upon such designation. (d) Subject to Section 2.2(e), the FE Member shall be entitled to appoint or reappoint annually three (3) Directors. Directors appointed by the FE Member are referred to herein as “FE Directors”. The FE Member shall further be entitled to designate an FE Director to serve as the chairperson of the Board for so long as the FE Member is directly or indirectly the beneficial owner of at least a majority of the Common Membership Interests. Notwithstanding anything herein to the contrary, until the fifth (5th) anniversary of the Effective Date for so long as during such time period any Special Purpose Membership Interests remain outstanding and the FE Member remains entitled to appoint at least one (1) Director, at least one (1) of the FE Directors shall be annually designated for appointment to the Board collectively by the holders of the FE Member’s Common Membership Interests and the holders of the Special Purpose Membership Interests based on the results of a vote of the FE Member’s Common Membership Interests and the Members that are holders of the Special Purpose Membership Interests then outstanding (acting in their capacity as such), voting together as a single class, which vote shall be calculated in the manner set forth on Schedule 6. (e) Notwithstanding anything to the contrary in this Agreement, in the event that (i) the FE Member is no longer directly or indirectly the beneficial owner of at least a majority of the Common Membership Interests but is the beneficial owner of at least 19.8% of the Common Membership Interests, the FE Member shall, concurrently with such decrease, designate one FE Directors for removal from the Board such that there are two (2) remaining FE Directors, (ii) the FE Member is no longer directly or indirectly the beneficial owner of at least 19.8% of the Common Membership Interests but is the beneficial owner of at least 9.9% of the Common Membership Interests, the FE Member shall, concurrently with such decrease, designate one or more FE Directors for removal from the Board such that there is one (1) remaining FE Director, and (iii) the FE Member is no longer directly or indirectly the beneficial owner of at least 9.9% of the Common Membership Interests, the remaining FE Director shall be automatically removed from the Board concurrently with such decrease. If the FE Member fails to so act concurrently with such decrease as set forth in clauses (i) and (ii), then the Investor Member may designate (in the Investor Member’s sole discretion) for removal the number of FE Directors required to be removed from the Board had the FE Member elected the actions set forth in the immediately foregoing sentence, such removal or removals being effective immediately upon such designation. (f) For so long the Investor Member is entitled to appoint an Investor Director, the Investor Member shall be further entitled to identify an individual (a “Designated Alternate”) who is authorized to attend meetings of the Board (or meetings of Board committees)
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NAI-1534815718v11 9 Board (without regard to the attendance of the Investor Director(s)) must be present in person, by telephone or other electronic means or by proxy in order to constitute a quorum for the transaction of business for purposes of considering only those matters that were included on the agenda for the attempted meeting immediately preceding such meeting. (b) If a quorum is not present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting, without notice other than announcement at the meeting, and the Board or Director that called for the meeting shall attempt to reschedule such meeting until a quorum is present. Section 2.9 Place and Method of Meetings. (a) Meetings of the Board may be held at any place, whether within or outside the State of Delaware or the State of Ohio, and meetings may be held, in whole or in part, by telephonic means, over the internet or by means of any other customary electronic communications equipment. The place at which (or, if applicable, the electronic communication methods by which) a meeting will be held may be specified in the applicable notice of the meeting; provided, that in the absence of such specification, or in the event that any Director objects to the place or electronic communication methods (if any) specified in the applicable notice, then the applicable meeting shall be held solely in physical presence at the principal executive office of the Company, it being understood that a Director may participate in the applicable meeting in accordance with Section 2.9(b). (b) The Directors may participate in meetings of the Board by telephonic means, over the internet or by means of any other customary electronic communications equipment, and, to the fullest extent permitted by applicable Law, shall be deemed to be present at such meeting for all purposes, including for purposes of determining quorum and of voting. Section 2.10 Action by the Board Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if a number of Directors the vote of whom would be minimally necessary to approve such action at a meeting of the Board shall individually or collectively consent in writing to such action; provided, however, that, if (a) one or more Investor Directors are serving on the Board at the time of such written action, (b) the subject matter of such written action had not previously been addressed during a duly called and noticed meeting of the Board at which quorum was present, and (c) no Investor Director joins such written action, then, in such case, the written action shall not be effective until 48 hours after the Secretary of the Company has notified all then-serving Investor Directors of such action, it being understood that, during such 48-hour period, any Investor Director shall be entitled to call a special meeting of the Board (to be held within such period and solely telephonically, over the internet or by means of other customary electronic communications equipment) for purposes of discussing with the Board the subject matter of such written action (without regard, for purpose of such discussion, to whether a quorum is present to constitute a duly convened meeting of the Board). Notwithstanding the foregoing, (x) no action set forth in this Agreement (including Section 8.1, Section 8.2 or Section 8.4) that requires the consent of the Investor Member shall be effected by written action entered into pursuant to this Section 2.10 without the Investor Member’s consent and (y) no action set forth in this Agreement that requires that consent of any Investor Director shall be effected by written action entered into pursuant to
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NAI-1534815718v11 10 this Section 2.10 without the consent of such Investor Director(s). Any written actions of the Board may be in counterparts and transmitted by e-mail and shall be filed with the minutes of the proceedings of the Board. Such written actions shall have the same force and effect as a vote of the Board. Section 2.11 Duties of Directors. Each member of the Board shall have fiduciary duties identical to those of directors of a business corporation organized under the General Corporation Law of the State of Delaware; provided, however, that the Members acknowledge and agree that the enforcement or exercise by the Investor Member of any of its rights under Section 8.1, Section 8.2 or Section 8.4 shall in no event constitute a violation of the fiduciary duties of the Investor Director(s) or the Investor Member, which are hereby disclaimed in all respects with respect thereto. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the Board, otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of the Board. Section 2.12 Committees. (a) The Board may create one or more committees of the Board, delegate responsibilities, duties and powers to such one or more committees, and appoint Directors to serve thereon; provided, that, for so long as the Investor Member is entitled to appoint an Investor Director, such Investor Director(s) shall be entitled to be a member of any such committee(s). Each Director appointed to serve on any such committee shall serve at the pleasure of the Board, or otherwise in accordance with the terms of the resolution designating the applicable committee. Section 2.4, Section 2.7, Section 2.8, Section 2.9 and Section 2.10 shall each apply to any committee of the Board with the same terms applicable to the Board, mutatis mutandis. (b) For so long as the Investor Member’s Common Percentage Interest is at least 30.0%, the Board shall cause the Company to establish and maintain an advisory committee to the Board (the “Advisory Committee”) consisting of (i) the appropriate members of Company management primarily responsible for the applicable subject areas of the Advisory Committee and (ii) one or more individuals appointed by each Member. The Advisory Committee shall meet monthly but only in months in which a meeting of the Board is not scheduled to occur, and the FE Directors, Investor Directors, and Board Observers shall be entitled to attend such meetings; provided that attendance at such meetings by all or a requisite number of Directors constituting a quorum thereof shall not, in and of itself, constitute a waiver of the notice and agenda requirements for Board meetings set forth in Section 2.9(a) or otherwise cause such Advisory Committee meetings to be deemed meetings or actions of the Board. The Advisory Committee shall initially discuss, among other things, the capital expenditures, financing, budget, and treasury matters, and rate base and regulatory matters. For the avoidance of doubt, the Advisory Committee shall have only an advisory role to the Board, and shall not be delegated any authority of the Board or otherwise be empowered to take binding action. Section 2.13 Investor Member Board Observers. (a) For so long as the Investor Member’s Common Percentage Interest is at least 30.0%, the Investor Member shall be entitled to appoint up to a total of four (4) individuals
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NAI-1534815718v11 11 to serve as an observer of the Board (any such individual, a “Board Observer”), which individuals shall be Representatives of the Investor Member and the identity of whom shall be subject to the prior written consent of the FE Member (such consent not to be unreasonably withheld, delayed or conditioned); provided, that the FE Member shall not have any such consent right over the appointment of any proposed Board Observer that is a Qualified Designee. (b) In the event that, and for so long as, the Investor Member’s Percentage Interest decreases such that the Investor Member’s Common Percentage Interest is: (i) at least 15.0% but less than 30.0%, then the Investor Member shall be entitled to appoint up to three (3) Board Observers. (ii) at least 9.9% but less than 15.0%, then the Investor Member shall be entitled to appoint up to two (2) Board Observers. (iii) at least 5.0% but less than 9.9%, then the Investor Member shall be entitled to appoint one (1) Board Observer. (iv) less than 5.0%, then the Investor Member shall not be entitled to appoint any Board Observers. Concurrently with any such decrease in the Investor Member’s Percentage Interest, the Investor Member shall remove the numbers of Board Observer(s) such that the total number of Board Observers complies with this Section 2.13(b). If the Investor Member fails to so act concurrently with such decrease, then the FE Member may designate (in the FE Member’s sole discretion) for removal the number of Board Observers required to be removed as Board Observers had the Investor Member elected the actions set forth in the immediately foregoing sentence, such removal or removals being effective immediately upon such designation. (c) The Board Observer(s) shall have the right to receive notice of, attend and participate in all meetings of the Board (and any committee thereof) and to receive all information provided to Directors at the same time and in the same manner as provided to such Directors; provided, however, that the Company and the Board will be entitled to withhold access to any portion of the information and to exclude the Board Observer(s) from any portion of any meeting of the Board (or any committee thereof) if the Company or the Board determines in good faith in reliance upon the advice of counsel that access to such information or attendance at such meeting (i) is reasonably necessary to preserve an attorney-client privilege of the Company or the Board or (ii) otherwise implicates any conflict of interest between the Investor Member and a particular matter or transaction under consideration by the Board; provided, further, that the Investor Member shall be notified of any intent to exclude the Board Observer(s) in reliance on clause (ii) above in advance of any meeting from which any Board Observer is to be excluded; provided, further, that, any Board Observer(s) that is excluded shall only be excluded for such portion of the meeting during which such matter or transaction is being discussed. For the avoidance of doubt, the Board Observer(s) shall not have any voting rights with respect to any matter brought before the Board and shall not be counted in any manner with respect to whether a quorum is present at a meeting of the Board, and (without limiting the Company’s obligations to provide the Board Observer(s) with notice of meetings of the Board
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NAI-1534815718v11 13 (b) Subject to the Investor Member’s approval rights under Sections 2.14(a), 8.1, 8.2 and 8.4, the Members acknowledge and agree that (i) the Company Group and the FE Outside Group have, prior to the Effective Date, engaged in Affiliate Transactions, and will, pursuant to and in accordance with the provisions of Section 2.14(a), from and after the Effective Date, engage in Affiliate Transactions, and (ii) services provided by any member of the FE Outside Group to any member of the Company Group as of the Effective Date pursuant to (A) that certain Service Agreement among FirstEnergy Service Company, certain other members of the FE Outside Group and the Company, dated February 25, 2011, (B) that certain Service Agreement among certain members of the FE Outside Group and certain Subsidiaries of the Company, dated January 31, 2017, and (C) that certain Revised Amended and Restated Mutual Assistance Agreement among certain members of the FE Outside Group and certain Subsidiaries of the Company, dated January 31, 2017, in each case, will continue in the ordinary course of business consistent with past practice (provided that the agreements described in clauses (B) or (C) may be amended, supplemented or replaced from time to time, provided, further, that, in any such case, any required consent, vote or other approval of the Investor Member or Investor Directors (as applicable hereunder) has been obtained in respect thereof). (c) To ensure corporate separateness from the FE Member and other members of the FE Outside Group, the Company, together with its Directors and officers, shall take or refrain from taking, as the case may be, and cause the Company’s Subsidiaries to take or refrain from taking, as the case may be, the following actions (in each case, in a manner and to the extent consistent with the Company Group’s and the FE Outside Group’s respective past practices and to the extent consistent with applicable Law): (i) at all times hold itself out to the public and other Persons as a legal entity separate from the FE Member and the other members of the FE Outside Group; (ii) correct any known material misunderstanding regarding its identity as an entity separate from any FE Outside Group member; (iii) observe appropriate organizational procedures and formalities; (iv) maintain accurate books, financial records and accounts, including checking and other bank accounts and custodian and other securities safekeeping accounts, that are separate and distinct from those of the FE Member and the other members of the FE Outside Group; (v) maintain its books, financial records and accounts in a manner such that it would not be difficult or costly to segregate, ascertain or otherwise identify the Company Group’s assets and liabilities from those of the FE Outside Group; (vi) not enter into any pledge, encumbrance or guaranty, or otherwise become intentionally liable for, or pledge or encumber its assets to secure the liability, debts or obligations of the FE Member or any other member of the FE Outside Group; (vii) not hold out its credit as being available to satisfy the debts or obligations of the FE Member or any other member of the FE Outside Group;
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NAI-1534815718v11 14 (viii) (A) pay its own liabilities, expenses and losses only from its own assets, and (B) compensate all Advisors and other agents from its own funds for services provided to it by such Advisors and other agents; (ix) cause its Representatives to (A) hold themselves out to Third Parties as being the Representatives, as the case may be, of the Company or the applicable member of the Company Group (it being understood that the Company Group need not have its own dedicated employees), and (B) refrain from holding themselves out as Representatives of any member of the FE Outside Group (in connection with any duties performed for, or otherwise in relation to, any member of the Company Group); (x) maintain separate annual financial statements for the Company Group, showing the Company Group’s (or its respective members’) assets and liabilities separate and distinct from those of any member of the FE Outside Group (it being understood that nothing herein shall prohibit the consolidation of such financial statements with the “affiliated group” (as defined in Section 1504(a) of the Code) of which the FE Member is the common parent); and (xi) pay or bear the cost of the preparation of its financial statements, and have such financial statements audited by an independent certified public accounting firm. (d) In the event the Company and/or the FE Member becomes aware of any material breach or material default (it being understood that, for purposes of this clause (d), a breach or default will be deemed to be “material” if (x) the reasonably expected amount of damages that would be sustained by the Company and its Affiliates as a result of such breach or default, or series of related breaches or defaults, would exceed $20,000,000 in the aggregate or (y) the breach or default would otherwise be material to the Company or any of its Subsidiaries, by any member of the Company Group or FE Outside Group under any Affiliate Transaction (an “Affiliate Transaction Default”)), the Company and/or the FE Member, as applicable, shall promptly, but in any event within five (5) Business Days after becoming aware of such Affiliate Transaction Default, send a written notice (a “Default Notice”) to the Company and the Investor Member setting forth in reasonable detail the nature of such Affiliate Transaction Default and the reasonable estimate of the current and future anticipated losses associated with such Affiliate Transaction Default with supporting calculations (to the extent feasible to make a reasonable estimate at such time). After delivery of such Default Notice to the Investor Member, the Company (and, if the Company did not provide the Default Notice, the FE Member) shall promptly provide the Investor Member with any additional information reasonably requested by the Investor Member relating to such Affiliate Transaction Default. The defaulting party under such Affiliate Transaction shall have until the expiration of the applicable cure period in respect of such Affiliate Transaction to fully cure any monetary or non-monetary Affiliate Transaction Default, subject to and consistent with applicable Law. In the event that any material alleged Affiliate Transaction Default is not timely cured in accordance with the preceding sentence, the Investor Member shall have the sole right to cause the Company and its Subsidiaries to take, or refrain from taking, any actions in connection with the enforcement of or compliance with the rights or obligations of the Company or any of its Subsidiaries under the terms of the applicable Affiliate Transaction, including the commencement of any litigation, proceeding or other action
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NAI-1534815718v11 18 (iii) Notwithstanding the foregoing, if the Board determines that it is in the best interests of the Company to obtain additional equity capital for any other purpose, the Board may direct the Company to submit to the Members that are holders of the Common Membership Interests (in their capacity as such) a Capital Request Notice; provided that, for so long as the Investor Member is entitled to designate a Director for appointment to the Board pursuant to Section 2.2(b), any such determination of the Board shall require the approval of each Investor Director(s). (iv) Any such determination by the Board to submit a Capital Request Notice pursuant to this Section 5.1(a)(i) shall be referred to herein as an “Additional Funding Requirement.” (b) Any Capital Request Notice shall set forth (A) the anticipated amount of, and the reason for, such Additional Funding Requirement, (B) each Member’s requested share of such Additional Funding Requirement, which with respect to each Member shall equal such Member’s Common Percentage Interest multiplied by the aggregate amount of the Additional Funding Requirement (such share, the “Pro Rata Request Amount”) and (C) the funding date for such Additional Funding Requirement (the “Capital Request Funding Date”), which Capital Request Funding Date shall not be earlier than thirty (30) days following the date on which such Capital Request Notice is delivered to the Members that are holders of Common Membership Interests (in their capacity as such). Subject to the express provisions of this Article V, each Member may, but shall not be obligated to, contribute its Pro Rata Request Amount as called for in the applicable Capital Request Notice (which contribution will be on account of, and credited in the books and records of the Company as a capital contribution made by, such Member as the holder of its Common Membership Interests). Upon the receipt of a Capital Request Notice, each Member shall, within fifteen (15) days of such receipt, provide written notice to the Company and the other Members as to the extent to which such Member intends to fund its Pro Rata Request Amount, whether in whole, in part or not at all (a “Response To Capital Call”). If one Member indicates in its Response To Capital Call that it does not intend to fund its Pro Rata Request Amount in full, and any other Member had, prior thereto, submitted a Response To Capital Call indicating that it intends to fund a greater percentage of its Pro Rata Request Amount, then such other Member will be entitled to amend its Response To Capital Call to reduce its percentage funding to an amount representing a percentage of its Pro Rata Request Amount not less than the lower percentage indicated in the other Member’s Response To Capital Call. For the avoidance of doubt, (X) no Member shall have any obligation to fund any Additional Funding Requirement pursuant to this Section 5.1 unless such Member indicates that it will do so in its Response To Capital Call and (Y) a Member shall only have an obligation to, and may only, fund any Additional Funding Requirement pursuant to this Section 5.1 in such Member’s capacity as a holder of Common Membership Interests. (c) If any Member refuses or fails to make all or any portion of its Pro Rata Request Amount pursuant to this Section 5.1 on or prior to the applicable Capital Request Funding Date (such Member, the “Non-Contributing Member”, and the unfunded amount, the “Unfunded Amount”), then the Company shall provide written notice thereof to the Members that are holders of the Common Membership Interests (in their capacity as such) (the “Contribution Unfunded Amount Notice”), and:
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NAI-1534815718v11 21 Interests pursuant to this Section 5.1(d), the Company shall give written notice to the Members of such issuance, which notice shall specify (i) the total number of new Common Membership Interests issued, (ii) the price per Common Membership Interest at which the Company issued the Membership Interests, and (iii) any other material terms of the issuance. Upon the issuance of new Common Membership Interests pursuant to this Section 5.1(d), the Contributing Member’s and Non-Contributing Member’s respective Common Percentage Interests will be adjusted accordingly. For the avoidance of doubt, any issuance of Membership Interests to Third Parties pursuant to this Section 5.1(d) shall only be of Common Membership Interests, and no such issuance of Membership Interests to Third Parties in connection therewith may be made of Special Purpose Membership Interests. (e) In the event that the Investor Member refuses or fails to fund all or any portion of its share of an Additional Funding Requirement pursuant to this Section 5.1 on or prior to the applicable Capital Request Funding Date in respect of two Additional Funding Requirements, subject to Section 5.1(c)(ii)(C), from and after the occurrence of the second such failure or refusal by the Investor Member, the FE Member may (but is not required to), at its option at any time, acquire all (but not less than all) of the Membership Interests held by the Investor Member (the “Call Right”) by giving written notice (the “Call Notice”) to the Investor Member of its election to exercise the Call Right; provided, that, the Investor Member shall have 60 days following the Call Notice to cure the most recent such failure to fund. The purchase price payable by the FE Member in connection with the exercise of the Call Right shall be equal to the product of (i) 90.0% of the Fair Market Value of the Company (measured as of the date of the delivery of the Call Notice to the Investor Member) multiplied (ii) by a fraction, (A) the numerator of which is the number of Membership Interests that the Investor Member owns at such time and (B) the denominator of which is the total number of Membership Interests then outstanding (the amount equal to such product, the “Call Exercise Price”). If the Call Right is exercised by the FE Member, each of the Parties shall take all actions as may be reasonably necessary to consummate the transactions contemplated by this Section 5.1(c) as promptly as practicable, but in any event not later than 30 days after, or, if the Investor Member indicates its intent to cure its funding failure prior to such 30th day, 60 days after, the delivery of the Call Notice (such period, the “Call Consummation Period”), including entering into agreements and delivering certificates and instruments and consents as may be deemed necessary. If the Investor Member fails to take all actions necessary to consummate the Transfer of the Membership Interests held by it in accordance with this Section 5.1(c) prior to the expiration of the Call Consummation Period, then the Investor Member shall be deemed to be in material breach of this Agreement for purposes of Article IV and for all other purposes hereunder, and shall be deemed to have granted (and hereby grants, contingent only on the occurrence of such failure) an irrevocable appointment of any Person nominated for the purpose by the FE Member to be the Investor Member’s agent and attorney to execute all necessary documentation and instruments on its behalf to Transfer the Investor Member’s Membership Interest to the Company as the holder thereof, in each case consistent with the provisions of this Section 5.1(e). At the consummation of any purchase and sale pursuant to this Section 5.1(e), the Investor Member shall sell to the FE Member all of the Membership Interests owned by the Investor Member in exchange for the Call Exercise Price. Contemporaneously with its receipt from the FE Member of the Call Exercise Price, the Investor Member shall Transfer to the FE Member all of the Membership Interests owned by the Investor Member, free and clear of all Liens. The Members and the Company acknowledge and agree that they shall cooperate reasonably to obtain any
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NAI-1534815718v11 27 Transfer, and (z) the intended dates on which the FE Member will enter into a definitive agreement in respect of such proposed Transfer and consummate such proposed Transfer. (b) Upon delivery of a Tag-Along Notice, the Investor Member shall have the right, (i) in the case of a Tag-Along Sale described under Section 6.4(a)(i), to sell up to its Tag Portion, and (ii) in the case of a Tag-Along Sale described under Section 6.4(a)(ii), to sell all of the Common Membership Interests of the Company held by the Investor Member, in either case at the same price per Common Membership Interest, for the same form of consideration and pursuant to the same terms and conditions (including time of payment) as set forth in the Tag- Along Notice (or, if different, as such are applicable at the time of the entry into a definitive agreement in respect of, or at the time of the consummation of, the Tag-Along Sale). If the Investor Member wishes to participate in the Tag-Along Sale, then the Investor Member shall provide written notice to the FE Member no less than thirty (30) days after the date of the Tag- Along Notice, indicating such election. Such notice shall set forth the number of its Common Membership Interests that the Investor Member elects to include in the Tag-Along Sale (which number shall not exceed its Tag Portion solely in the case of a Tag-Along Sale described under Section 6.4(a)(i)), and such notice shall constitute the Investor Member’s binding agreement to sell such Common Membership Interests on the terms and subject to the conditions applicable to the Tag-Along Sale. (c) Any Transfer of the Investor Member’s Common Membership Interests in a Tag-Along Sale shall be on the same terms and conditions as the Transfer of the FE Member’s Common Membership Interests in such Tag-Along Sale, except as otherwise provided in this Section 6.4(c). The Investor Member shall be required to make customary representations and warranties in connection with the Transfer of the Investor Member’s Common Membership Interests, including as to its ownership and authority to Transfer, free and clear of all Liens, the Investor Member’s Common Membership Interests and shall indemnify and hold harmless, to the fullest extent permitted by applicable Law, the Tag-Along Buyer against all losses of whatever nature arising out of, in connection with or related to any material breach of any material representation or warranty made by, or agreements, understandings or covenants of the Investor Member, as the case may be, under the terms of the agreements relating to such Transfer of Investor Member’s Common Membership Interests, in each case not to exceed the equivalent obligations to indemnify and hold harmless the Tag-Along Buyer provided by the FE Member; provided, that (i) liability for misrepresentation or indemnity shall (as between the FE Member and the Investor Member) be expressly stated to be several but not joint and the FE Member and the Investor Member shall not be liable for any breach of covenants or representations or warranties as to the Common Membership Interests of any other Member and shall not, in any event, be liable for more than its pro rata share (based on the proceeds to be received) of any liability for misrepresentation or indemnity, (ii) the Investor Member shall benefit from any releases of sellers or other provisions in the transaction documentation of general applicability to sellers to the same extent as the FE Member, (iii) the Investor Member shall not be obligated to agree to any non-customary administrative covenants (such as any non-compete covenants that would restrict its or its Affiliates’ business activities), and (iv) the Investor Member shall not be obligated to provide indemnification obligations that exceed its proceeds from the Tag-Along Sale.
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NAI-1534815718v11 29 consummate the proposed Drag-Along Sale in accordance with, and subject to the terms of, this Section 6.5; and (iii) not to deposit its Common Membership Interests in a voting trust or subject any Common Membership Interests to any arrangement or agreement with respect to the voting of such Common Membership Interests, unless specifically requested to do so by the Drag-Along Buyer in connection with a Drag-Along Sale. (d) Subject to Section 6.5(e), any Transfer of the Investor Member’s Common Membership Interests in a Drag-Along Sale shall be on the same terms and conditions as the proposed Transfer of the FE Member’s Common Membership Interests in the Drag-Along Sale. Upon the request of the FE Member, the Investor Member shall be required to make customary representations and warranties in connection with the Transfer of the Investor Member’s Common Membership Interests, including as to its ownership and authority to Transfer, free and clear of all Liens, its Membership Interests, and shall indemnify and hold harmless, to the fullest extent permitted by applicable Law, the Drag-Along Buyer against all losses of whatever nature arising out of, in connection with or related to any material breach of any representation or warranty made by, or agreements, understandings or covenants of the Investor Member as the case may be, under the terms of the agreements relating to such Transfer of the Investor Member’s Common Membership Interests, in each case not to exceed the equivalent obligations to indemnify and hold harmless the Tag-Along Buyer provided by the FE Member; provided, that (i) liability for misrepresentation or indemnity shall (as between the FE Member and the Investor Member) be expressly stated to be several but not joint and the FE Member and the Investor Member shall not be liable for any breach of covenants or representations or warranties as to the Membership Interests of any other Member and shall not, in any event, be liable for more than its pro rata share (based on the proceeds to be received) of any liability for misrepresentation or indemnity, (ii) the Investor Member shall benefit from any releases of sellers or other provisions in the transaction documentation of general applicability to sellers to the same extent as the FE Member and (iii) the Investor Member shall not be obligated to provide indemnification obligations that exceed its proceeds from the Drag-Along Sale. (e) Any Transfer required to be made by the Investor Member pursuant to this Section 6.5 shall be for consideration consisting solely of cash. Without the consent of the Investor Member, the Investor Member shall not be required in connection with such Drag- Along Sale to agree to any material non-customary administrative covenants (such as any non- compete covenants that would restrict its or its Affiliates’ business activities). (f) At the consummation of the Drag-Along Sale, the Investor Member shall Transfer all of its Common Membership Interests to the Drag-Along Buyer (or its designee), and the Drag-Along Buyer shall pay the consideration due for the Investor Member’s Common Membership Interest. If the Investor Member has, due to its own fault, failed, as of immediately prior to the time that the consummation of the Drag-Along Sale would otherwise have occurred, to have taken all actions necessary in accordance with this Agreement to consummate the Transfer of the Common Membership Interests held by it, then the Investor Member shall be deemed to be in material breach of this Agreement for purposes of Article IV, and shall be deemed to have granted (and hereby grants, contingent only on the occurrence of such failure) an irrevocable appointment of any Person nominated for the purpose by the FE Member to be the
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NAI-1534815718v11 33 (b) the taking of any action that would reasonably be expected to result in the Company not being classified as a corporation for U.S. federal income Tax purposes (or for the purposes of any applicable state and local Taxes, to the extent material); (c) causing the conversion of the Company or any of its Subsidiaries from its current legal business entity form to any other business entity form (e.g., the conversion of the Company from a Delaware limited liability company to a Delaware corporation); (d) any non-pro rata repurchase or redemption of any equity interests issued by the Company; (e) the transfer, sale or other disposition, whether by way of asset sale, stock sale, merger or otherwise, of all or substantially all of the assets of the Company and the Company’s Subsidiaries, taken as a whole on a consolidated basis (it being understood, for the avoidance of doubt, that this Section 8.1(e) shall not be deemed to restrict a transfer, sale or other disposition of the equity of the Company); (f) any amendment or modification to any Organizational Document of any Subsidiary of the Company, other than (i) ministerial amendments thereto or (ii) amendments thereto that would not reasonably be expected to have a material and adverse impact on the Investor Member; (g) any election that would cause the Company to be treated as a “real estate investment trust” (within the meaning of Section 856 of the Code); (h) (i) any amendment or modification to the Company Group Intercompany Income Tax Allocation Agreement dated as of the Effective Date, among the Company and its Subsidiaries listed therein (or any replacement agreement thereof entered into among the Company and its Subsidiaries for the purpose of allocating consolidated tax liabilities, the “Company Group Tax Allocation Agreement”), or (ii) the entry by the Company into any Tax sharing or allocation agreement other than the Company Group Tax Allocation Agreement; (i) the entry into, amendment or termination of, or waiver of any material right under, any Affiliate Transaction (which shall not be deemed to include any corporate allocations involving the Company or any of its Subsidiaries that are made in compliance with Section 2.14, other than those corporate allocations that relate to operating electric transmission assets and facilities (non-corporate support services) that are specific to the Company or its Subsidiaries) other than Affiliate Transactions that satisfy each of the following requirements: (i) any and all such Affiliate Transactions are entered into on terms that are no less favorable in the aggregate to the Company (or the relevant Subsidiary thereof party thereto) than reasonably would be obtainable by another similarly-situated utility company from an unaffiliated third party (it being agreed that any pricing or other terms required by applicable Law shall be deemed to constitute an arm’s length term for purposes of this clause (i)); and (ii) any and all such Affiliate Transactions involve revenues or expenditures of less than $10,000,000 per Contract, transaction or series of related transactions individually and less than $30,000,000 in the aggregate for any fiscal year for all such Affiliate Transactions (it being acknowledged and agreed that no prior written consent of the Investor Member will be required with respect to any
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NAI-1534815718v11 37 (c) the transfer, sale or other disposition, whether by way of asset sale, stock sale, merger or otherwise, of any business, assets or operations of one or more of the Company’s Subsidiaries having a Fair Market Value in excess of 1.5% of the Rate Base Amount in the aggregate in any single transaction or series of related transactions; (d) other than in connection with capital expenditures that are included in the Annual Approved Budget, any (i) acquisition of assets, including equity securities, or any request for capital in connection therewith, by the Company or any of its Subsidiaries from a Third Party the aggregate purchase price of which exceeds 1.5% of the Rate Base Amount in any calendar year or (ii) any loans to or investments in a Third Party; (e) (i) any capital expenditure (A) made in connection with a Material Project by the Company or its Subsidiaries, or any request for capital in connection therewith, that varies from the amount for such Material Project as set forth for such project in the project listing provided by the FE Member to the Investor Member in connection with approval of the Annual Approved Budget by more than 10.0% or (B) made in connection with obtaining, constructing or otherwise acquiring any asset that is not a Qualifying Core Asset by any Subsidiary by the Company or its Subsidiaries, or any request for capital in connection therewith, that exceeds the amount set forth for such project in the project listing provided by the FE Member to the Investor Member in connection with the approval of the Annual Approved Budget for such capital expense item by more than 5.0%, or (ii) any increase in the capital expenditures of the Subsidiaries of the Company, such that the aggregate amount of capital expenditures for the current fiscal year would reasonably be expected to exceed by 10.0% or more the aggregate capital expenditures set forth in the Annual Approved Budget; provided that the Investor Member may not unreasonably withhold its consent to capital expenditures reasonably necessary to fund any Emergency Expenditures; (f) (i) the incurrence or refinancing of Indebtedness of the Company or (ii) the incurrence or refinancing of Indebtedness of any Subsidiary of the Company if such incurrence or refinancing would reasonably be expected to cause such Subsidiary to deviate from its Targeted Capital Structure; (g) the entry into, modification, amendment or termination of, or waiver of any material right under, any Affiliate Transaction (which shall not be deemed to include any corporate allocations involving the Company or any of its Subsidiaries that are made in compliance with Section 2.14), other than Affiliate Transactions that satisfy each of the following requirements: (i) any and all such Affiliate Transactions are entered into on terms that are no less favorable in the aggregate to the Company (or the relevant Subsidiary thereof party thereto) than reasonably would be obtainable by another similarly-situated utility company from an unaffiliated third party (it being agreed that any pricing or other terms required by applicable Law shall be deemed to constitute an arm’s length term for purposes of this clause (i)); and (ii) any and all such Affiliate Transactions involve revenues or expenditures of less than $10,000,000 per Contract, transaction or series of related transactions individually and less than $20,000,000 in the aggregate for any fiscal year for all such Affiliate Transactions (it being acknowledged and agreed that no prior written consent of the Investor Member will be required with respect to (1) intercompany interconnection service agreements entered into in the ordinary course of business as required by Law or any Governmental Body in connection with services
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NAI-1534815718v11 38 provided to or within the PJM Region or (2) any amendments to any Affiliate Transaction made in the ordinary course of business unless and only to the extent such amendment would adversely affect the Investor Member, the Company, or any Subsidiary of the Company in any non-de minimis respect); (h) the filing of a petition seeking relief, or the consent to the entry of a decree or order for relief in an involuntary case, under the bankruptcy, rearrangement, reorganization or other debtor relief Laws of the United States or any state or any other competent jurisdiction or a general assignment for the benefit of its creditors by the Company or any of its Subsidiaries; (i) the listing of any equity interests of the Company (or a successor to the Company, including by merger, conversion or other reorganization) on any stock exchange; (j) the entrance into any joint venture, partnership or similar agreement; (k) material decisions relating to the initiation or conduct (including the settlement) of any litigation, administrative or criminal proceeding (other than regulatory matters, which are addressed below in clause (n)) to which the Company or any of its Subsidiaries is a party where (i) it is reasonably expected that the liability of the Company and its Subsidiaries would exceed $20,000,000 in the aggregate or (ii) such proceeding would reasonably be expected to have an adverse effect on the Investor Member or any of its Affiliates or the Company or any of its Subsidiaries; provided that, notwithstanding the foregoing, the prior written consent of the Investor Member shall not be required in any litigation, administrative or criminal proceeding between one or more members of the Company Group, on the one hand, and one or more of the Investor Member and any of its Affiliates, on the other hand; (l) establishing or amending the Annual Approved Budget; (m) (i) the Company or any of its Subsidiaries employing any individual or entering into or amending the terms of such employment, (ii) compensation decisions with respect to any employees or officers of the Company or any of its Subsidiaries (but not, for the avoidance of doubt, independent contractors) and (iii) the appointment or replacement of any member of the Transmission Leadership Team; (n) if the FE Member is no longer directly or indirectly the beneficial owner of at least a majority of the Common Membership Interests of the Company, any adoption, amendment or modification of accounting policies of the Company or any Subsidiary; (o) any (i) filings made pursuant to FPA Section 205 by any of the Company’s Subsidiaries that have a material effect on the rates or terms and conditions of service, (ii) responses to FPA Section 206 proceedings, in which the Company’s Subsidiaries are named parties, that are material, (iii) responses on behalf of the Company and/or its Subsidiaries to FERC enforcement proceedings involving matters material to the Company and/or its Subsidiaries, (iv) filings made with any state Governmental Body on behalf of the Company and/or its Subsidiaries involving matters material to the Company and/or its Subsidiaries, and (v) in each of the above cases, any settlement filings with respect thereto; provided, however, that all of the above rights will not apply to the extent that any member of the FE Outside Group other than the FE Member is a party to the relevant proceeding unless the filing, response, or
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NAI-1534815718v11 39 proceeding as a whole (x) is likely to have a material adverse impact on the Company and its Subsidiaries or the Investor Member that is disproportionate to the relative impact on the FE Outside Group (it being understood that any such filing whose impact is proportionate to the relative impact on the FE Outside Group will not be subject to this approval right, but that the FE Member will reasonably consult with the Investor Member in respect of such filing) or (y) presents a conflict of interest between the Company and/or its Subsidiaries, on the one hand, and one or more members of the FE Outside Group, on the other hand (in each case as reasonably determined by either Member in good faith based on the facts and circumstances, and it being understood that the FE Member will provide information as reasonably requested by the Investor Member for the purpose of determining whether such a conflict exists), it being understood that in the event of a Deadlock in respect of these filings, the applicable provisions of Schedule 4 will apply (it being acknowledged that, without limiting the foregoing, in no event shall the Investor Member have a consent right over a filing, response or proceeding of a member to the extent relating to the FE Outside Group); (p) any execution of, termination of, material amendment to, material modification of, or waiver of any material rights under, any material contract of the Company or any of its Subsidiaries that relates to a subject matter that is different from the other subject matters addressed by the other clauses of this Section 8.4; (q) any action reasonably expected to cause a default or breach of a material contract of the Company or any Subsidiary; (r) creation of any material Lien, other than a Permitted Lien; (s) causing (i) any reorganization of the Company or any of its Subsidiaries or (ii) the conversion of the Company or any of its Subsidiaries from its current legal business entity form to any other business entity form (e.g., the conversion of the Company from a Delaware limited liability company to a Delaware corporation); or (t) the entry into any binding agreement or arrangement by the Company or any of its Subsidiaries to effect any of the foregoing actions. Section 8.5 Enhanced Consultation Matters. Notwithstanding anything to the contrary in this Agreement, for so long as (x) the Investor Member’s Common Percentage Interest is at least 25.0% but is less than 30.0% and (y) the Investor Member is not a Defaulting Member, the Company (and, as applicable, the Board) shall use its reasonable best efforts to consult in good faith with the Investor Member (which consultation shall be deemed to include the participation of Investor Directors in the meetings of the Board with respect to such matters, and, to the extent requested by the Investor Member, reasonable discussions between Representatives of the Company, of the Investor Member and of the FE Member) prior to the Company undertaking, or causing or permitting any of its Subsidiaries to undertake, any of the matters listed in Section 8.4 (except as would be impracticable in respect of a particular action that the Board reasonably believes to be necessary or appropriate to comply with applicable Law or in response to an Emergency Situation). For the avoidance of doubt, nothing in this Section 8.5 shall affect the Investor Member’s rights under Sections 8.1 and 8.2.
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NAI-1534815718v11 43 acquire any or all of the KATCo Interests, which such offer the FE Member wishes to accept, then the FE Member shall promptly notify the Company and the Investor Member in writing of such offer (such notice, the “KATCo ROFR Notice”), setting forth the name and address of the prospective purchaser, the price or method of determining such price (the “KATCo ROFR Price”), and the material terms and conditions of such proposed sale. (1) The Investor Member shall have a period of up to forty-five (45) days (the “KATCo ROFR Option Period”) after receipt of the KATCo ROFR Notice within which to notify the FE Member in writing that it wishes for the Company to acquire all (but not less than all) of the KATCo Interests at a price equal to the KATCo ROFR Price and upon the same terms and conditions set forth in the KATCo ROFR Notice. Subject to such terms and conditions, the FE Member and Investor Member shall cooperate in good faith to obtain any necessary consents or approvals and enter into any definitive agreements to consummate the sale of the KATCo Interests to the Company. If such consents or approvals are obtained, then the FE Member shall be obligated to sell to the Company, and the Company shall be obligated to acquire from the FE Member, the KATCo Interests at the price and on the terms and conditions set forth in the KATCo ROFR Notice. (2) If the Investor Member does not give such notice to the FE Member within such KATCo ROFR Option Period or if, having given such notice, the Investor Member and FE Member do not obtain the necessary consents or regulatory approvals despite the parties’ good faith cooperation to do so, then the FE Member shall be free to sell the KATCo Interests to the Third Party named in its notice, provided that such sale is consummated at a price equal to or greater than the KATCo ROFR Price and upon substantially the same terms and conditions (other than the price, which may be higher than the KATCo ROFR Price) as are set forth in the KATCo ROFR Notice. If such sale to any Third Party is not completed prior a period of 120 days commencing on the earlier of (A) the expiration of the KATCo ROFR Option Period and (B) the delivery of a written notice by the Investor Member to the FE Member rejecting the offer set forth in the KATCo ROFR Notice (such 120-day period, the “KATCo ROFR Sale Period”), then the process initiated by the delivery of the KATCo ROFR Notice shall be lapsed, and the FE Member will be required to repeat the process set forth in this Section 9.3(b)(ii) before entering into any agreement with respect to, or consummating, any sale of KATCo Interests to such Third Party; provided, that if a definitive agreement providing for the consummation of such sale is executed within the KATCo ROFR Sale Period but such sale has not been consummated at the expiration of the KATCo ROFR Sale Period solely as a result of a failure to receive the requisite authorization, approval or consent of any Governmental Body in respect of such sale, then the KATCo ROFR Sale Period shall be extended solely to the extent necessary to permit the receipt of all such authorizations, approvals or consents which are in process but have not been received from the relevant Governmental Body as of the original expiration date of the KATCo ROFR Sale Period and the consummation of the sale provided for
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NAI-1534815718v11 45 (ii) violate any applicable Anti-Money Laundering Laws; (iii) engage in any unlawful dealings or transactions with or for the benefit of any Sanctioned Person or otherwise violate Sanctions; or (iv) violate any applicable FDI Law. (b) The Company shall promptly notify the Members of (i) any allegations of misconduct by any member of the Company Group or any actions, suits or proceedings by or before any Governmental Body to which any member of the Company Group becomes a party, or to which the Company becomes aware that any Representative of the Company Group (in relation to such Representative’s actions for, or on behalf of, any member of the Company Group) is a party, in each case, relating to any material breach or suspected material breach of any applicable Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or FDI Laws or (ii) any fact or circumstances of which it becomes aware that would reasonably be expected to result in a breach of this Section 9.4. (c) The Company and its Subsidiaries have implemented and maintain, and will continue to implement and maintain, policies and procedures and a system of internal controls to ensure compliance by the Company, its Subsidiaries, their respective directors, officers, employees and agents (in their capacity as such) and Affiliates with Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions and FDI Laws. (d) The Company and its Affiliates shall comply in all respects with all relevant terms of the Deferred Prosecution Agreement with the Southern District of Ohio entered into on July 22, 2021. (e) Each Director and Board Observer may confer with the Member that appointed such Director and/or Board Observer regarding any allegations of misconduct by any member of the Company Group relating to any breach or suspected breach of any applicable anti-terrorism Laws, Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or FDI Laws. (f) Each Member shall, and shall use its commercially reasonable efforts to procure that its Representatives in the course of their actions for, or on behalf of, such Member or its Affiliates, comply in all respects with all Anti-Corruption Laws, Anti-Money Laundering Laws and FDI Laws applicable to such Persons. (g) All Persons serving as Directors, Board Observers, Designated Alternates or members of the Advisory Committee (or any other committee of the Board) shall at all times comply with and be bound by the obligations of the members of the Company Group under the Standards of Conduct. Each Member shall cause each of its Directors, Board Observers, Designated Alternates and members of the Advisory Committee (or any other committee of the Board) to complete training on the Standards of Conduct within the first thirty (30) days of their appointment to their position as a Director, Board Observer, Designated Alternate or Member of the Advisory Committee (or any other committee of the Board if necessary) and then, thereafter, ensures on an annual basis that each such Person maintains full compliance with the Standards of Conduct compliance obligations for so long as such Person remains a Director, Board Observer,
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NAI-1534815718v11 52 of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted by electronic mail (unless if transmitted after 5:00 p.m. Eastern time or other than on a Business Day, then on the next Business Day) to the address specified below in which case such notice shall be deemed to have been given when the recipient transmits manual written acknowledgment of successful receipt, which the recipient shall have an affirmative duty to furnish promptly after successful receipt, (c) when sent by internationally- recognized courier in which case it shall be deemed to have been given at the time of actual recorded delivery, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case, to the respective Party at the number, electronic mail address or street address, as applicable, set forth below, or at such other number, electronic mail address or street address as such Party may specify by written notice to the other Parties. Notices to the Investor Member: North American Transmission Company II L.P. c/o Brookfield Infrastructure Group 0000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 Attention: Xxxx Xxx Email: xxxx.xxx@xxxxxxxxxx.xxx with copies to (which shall not constitute notice): Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxx Xxxxxx Email: xxxx.xxxxxx@xxxxxxx.xxx and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 0000 Xxx Xxxx Xxxxxx, X.X. Washington, D.C. 20005 Attention: Xxxxx Xxxxxx Email: xxxxx.xxxxxx@xxxxxxx.xxx Notices to the FE Member and to the Company: FirstEnergy Transmission, LLC c/o FirstEnergy Corp. 00 Xxxxx Xxxx Xxxxxx Xxxxx, Xxxx 00000 Attention: Xxxxxx X. Xxxxx Email: xxxxxx@xxxxxxxxxxxxxxx.xxx
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NAI-1534815718v11 53 with a copy to (which shall not constitute notice): Xxxxx Day 000 Xxxxxxxx Xxx. Cleveland, Ohio 44114 Attention: Xxxxx Xxxxxx; Xxxxxx Xxxxxx Email: xxxxxxxx@xxxxxxxx.xxx; xxxxxxx@xxxxxxxx.xxx Section 13.2 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided that no Member, nor the Company, shall purport to assign or Transfer all or any of its rights or obligations under this Agreement nor grant, declare, create or dispose of any right or interest in this Agreement in whole or in part except with respect to a Transfer in accordance with the terms of this Agreement, and any attempted or purported assignment hereof not in accordance with the terms hereof shall be void ab initio. Section 13.3 Waiver of Partition. Each Member hereby waives any right to partition of the Company property. Section 13.4 Further Assurances. From and after the Effective Date, from time to time, as and when requested by any Party and at such Party’s expense, any other Party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting Party may reasonably deem necessary or desirable to carry out the purposes and intent of this Agreement. Section 13.5 Third Party Beneficiaries. Except as otherwise expressly provided herein, nothing expressed or referred to in this Agreement shall be construed to give any Person other than the Parties any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement; provided, that Covered Persons are express third party beneficiaries of Article XI. Section 13.6 Parties in Interest. This Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors, legal representatives and permitted assigns. Section 13.7 Severability. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and, to the extent permitted and possible, any invalid, void or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid, void or unenforceable term. Section 13.8 Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Person. The headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof.
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NAI-1534815718v11 54 Section 13.9 Complete Agreement. This Agreement (including any schedules thereto), constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and thereof and supersedes any prior understandings, agreements or representations by or among the Parties hereto or Affiliates thereof, written or oral, to the extent they relate in any way to the subject matter hereof. Section 13.10 Amendment; Waiver. Subject to Article VIII, neither this Agreement nor any other Organizational Document of the Company may be amended (whether by merger or otherwise) except in a written instrument signed by the FE Member and the Investor Member; provided, however, that any modification, alteration, supplement or amendment to this Agreement that would have a disproportionately adverse impact on the Members that are holders of the Special Purpose Membership Interests (in such holders’ capacity as such) as compared to holders of any other Membership Interests shall require the approval of the Members who are holders of the Special Purpose Membership Interests, voting in their capacity as such holders as a separate class. In the event that (i) the Company issues Membership Interests to one or more Third Parties pursuant to Section 5.1(d) or Section 7.1, (ii) if the FE Member is no longer directly or indirectly the beneficial owner of a majority of the Company, or (iii) if the Investor Member Transfers Membership Interests to another Person, the Members and the Company shall negotiate in good faith to amend this Agreement to the extent reasonably necessary to reflect such additional Members or changes appropriate to reflect the new respective Percentage Interests of the Members. For the avoidance of doubt, any transferee of the Investor Member shall be entitled to the same protective provisions set forth in this Agreement (including Article VIII) for so long as such transferee’s Percentage Interest is at least equal to the Percentage Interest at which such right is afforded to the Investor Member, and any such amendment to this Agreement made in accordance with this Section 13.10 shall reflect as much. Any amendment or revision to Schedule 1 that is made by an officer solely to reflect information regarding Members or the Transfer or issuance of Membership Interests made in accordance with the terms of this Agreement shall not be considered an amendment to this Agreement and shall not require any Board or Member approval. Any failure or delay on the part of any Party in exercising any power or right hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power hereunder or otherwise available at law or in equity. Section 13.11 Governing Law. This Agreement, and any claim, action, suit, investigation or proceeding of any kind whatsoever, including a counterclaim, cross-claim or defense, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of or related to this Agreement or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements executed and performed entirely within such State without regards to conflicts of law principles of the State of Delaware or any other jurisdiction that would cause the Laws of any jurisdiction other than the State of Delaware to apply. Section 13.12 Specific Performance. The Parties agree that irreparable damage, for which monetary relief, even if available, shall not be an adequate remedy, would occur in the
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NAI-1534815718v11 55 event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. It is accordingly agreed that (a) the Parties shall be entitled to seek an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement, and (b) the right of specific performance and other equitable relief is an integral part of this Agreement and the business and legal understandings between the Members with respect to the Company, and without that right, none of the Members would have entered into this Agreement. The Parties acknowledge and agree that any Party pursuing an injunction or injunctions or other Order to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 13.12 shall not be required to provide any bond or other security in connection with any such Order. The remedies available to the Parties pursuant to this Section 13.12 shall be in addition to any other remedy to which they may be entitled at law or in equity, and the election to pursue an injunction or specific performance shall not restrict, impair or otherwise limit any Party from seeking to collect or collecting damages. Each of the Parties agrees that it shall not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Section 13.13 Arbitration. (a) With the exception only of any proceeding seeking interim or provisional relief in order to protect the rights or property of a Party which a Party may elect to pursue in court, all claims or disputes arising out of or relating to this Agreement, not amicably resolved between the Parties shall be determined by binding arbitration upon demand by a Party. Such arbitration shall be administered by the American Arbitration Association (“AAA”) utilizing its Commercial Arbitration Rules in effect as of the date the arbitration is commenced. The arbitration shall be conducted before a single arbitrator, if the Parties can agree on the one arbitrator. If the Parties cannot agree on a single arbitrator, there shall be a panel of three arbitrators with one chosen by each Member and the third arbitrator selected by the two Members-appointed arbitrators. If a Party fails to appoint an arbitrator within 30 days following a written request by another Party to do so or if the two party-appointed arbitrators fail to agree upon the selection of a third arbitrator, as applicable, within 30 days following their appointment, the additional arbitrator shall be selected by the AAA pursuant to its applicable procedures. Each arbitrator shall be disinterested and have at least 20 years of experience with commercial matters. The arbitrator(s) shall have the power to award any appropriate remedy consistent with the objectives of the arbitration and subject to, and consistent with, all Laws applicable to the Company and its Subsidiaries (including, for the avoidance of doubt, the necessity of obtaining any requisite authorization, approval or consent of any Governmental Body necessary to implement the appropriate remedy). The decision of the one arbitrator or, if applicable, the majority of the three arbitrators shall be final and binding upon the Parties (subject only to limited review as required by applicable Law). Judgment upon the award of the arbitrator(s) may be entered in any court of competent jurisdiction or otherwise enforced in any jurisdiction in any manner provided by applicable Law. The losing Party shall pay the prevailing Party’s attorney’s fees and costs and the costs associated with the arbitration, including expert fees and costs and the arbitrators’ fees and costs; provided, however, that each Party shall bear its own
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NAI-1534815718v11 56 fees and costs until the arbitrator(s) determine which, if any, Party is the prevailing Party and the amount that is due to such prevailing Party. The arbitration proceedings shall take place in Akron, Ohio and, for the avoidance of doubt, the arbitration proceedings shall be conducted in the English language. (b) All discussions, negotiations and proceedings under this Section 13.13, and all evidence given or discovered pursuant hereto, will be maintained in strict confidence by all Parties, except where disclosure is required by applicable Law, necessary to comply with any legal requirements of such Party or necessary or advisable in order for a Party to assert any legal rights or remedies, including the filing of a complaint with a court or, based on the advice of counsel, such disclosure is determined to be necessary or advisable under applicable securities Laws or the rules of any stock exchange on which any of such Party’s securities are traded. Disclosure of the existence of any arbitration or of any award rendered therein may be made as part of any action in court for interim or provisional relief or to confirm or enforce such award. (c) Any settlement discussions occurring and negotiating positions taken by any Party in connection with the procedures under this Section 13.13 will be subject to Rule 408 of the Federal Rules of Civil Procedure and shall not be admissible as evidence in any proceeding relating to the subject matter of this Agreement. (d) The fact that the dispute resolution procedure specified in this Section 13.13 has been or may be invoked will not excuse any Party from performing its obligations under this Agreement, and during the pendency of any such procedure, all Parties must continue to perform their respective obligations in good faith. Section 13.14 Counterparts. This Agreement may be executed in counterparts, and any Party may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by the other Parties. The Parties agree that the delivery of this Agreement may be effected by means of an exchange of facsimile or electronically transmitted signatures. Section 13.15 Fair Market Value Determination. Upon request by any Member, so long as such Member holds a Common Percentage Interest greater than 5.0%, or, to the extent necessary for purposes of determining Fair Market Value of the outstanding Special Purpose Membership Interests pursuant to Section 5.3, any Member that is the owner of a majority of the issued and outstanding Special Purpose Membership Interests, within five (5) Business Days after receiving written notice of the Board’s determination in connection with any determination of Fair Market Value of Membership Interests or other assets under this Agreement (which determination shall be provided by the Company to each Member promptly following the making thereof), the Company shall select a nationally recognized independent valuation firm with no existing or prior business or personal relationship with any Member or any of its Affiliates in the five-year period immediately preceding the date of engagement pursuant to this Section 13.15 (the “Independent Evaluator”) to determine such Fair Market Value. Each of the Company and the requesting Member shall submit their view of the Fair Market Value of the Membership Interests or the relevant asset(s) to the Independent Evaluator, and each party will
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NAI-1534815718v11 57 receive copies of all information provided to the Independent Evaluator by the other party. The final Independent Evaluator’s determination of the Fair Market Value of such Membership Interests or asset(s) shall be set forth in a detailed written report addressed to the Company and the requesting Member within 30 days following the Company’s selection of such Independent Evaluator and such determination shall be final, conclusive and binding. In rendering its decision, the Independent Evaluator shall determine which of the positions of the Company and the requesting Member submitted to the Independent Evaluator is, in the aggregate, more accurate (which report shall include a worksheet setting forth the material calculations used in arriving at such determination), and, based on such determination, adopt either the Fair Market Value determined by the Company or the requesting Member. Any fees and expenses of the Independent Evaluator incurred in resolving the disputed matter(s) will be borne by the party whose positions were not adopted by the Independent Evaluator. Section 13.16 Certain Definitions. As used in this Agreement, the following terms shall have the meanings ascribed to them below: “Act” means the Delaware Limited Liability Company Act, as amended from time to time. “Advisors” means, with respect to any Person, the accountants, attorneys, consultants, advisors, investment bankers, or other representatives of such Person. “AET PATH” means AET PATH Company, LLC, a Delaware limited liability company. “Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, Contract or otherwise. “Annual Approved Budget” means an annual approved budget, which will be in the form attached to Schedule 5 hereto. “Anti-Corruption Laws” means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other Law concerning or relating to bribery or corruption imposed, administered or enforced by any Governmental Body. “Anti-Money Laundering Laws” means any Law concerning or relating to money laundering, any predicate crime to money laundering or any record keeping, disclosure or reporting requirements related to money laundering imposed, administered or enforced by any Governmental Body. “Available Cash” means, for any applicable fiscal quarter, the cash flow generated from the business operations of the Company and its Subsidiaries in such fiscal quarter (but excluding any MAIT Class B Distributable Amounts), less any amounts that the Board reasonably determines are necessary and appropriate to be retained in order to (a) permit the Company and its Subsidiaries to pay their obligations as they become due in the ordinary course of business, (b) maintain the Company’s and its Subsidiaries’ target regulatory capital structure and investment-grade credit metrics, (c) fund planned capital expenditures, (d) maintain an adequate
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NAI-1534815718v11 58 level of working capital, (e) maintain prudent reserves for future obligations (including contingent obligations of the Company and its Subsidiaries), (f) comply with the terms of the Company’s and its Subsidiaries Indebtedness (including making any required payments of principal or interest in satisfaction of Indebtedness) or (g) comply with applicable Law or respond to an Emergency Situation. For the avoidance of doubt, the proceeds of the issuance of the Investor Member’s Membership Interests shall be excluded from the calculation of Available Cash (and may be held in a segregated sub-account in the money pool of the FE Member). “Available Limited Discretion Cash” means, for any applicable fiscal quarter, the cash flow generated from the business operations of the Company and its Subsidiaries in such fiscal quarter (but excluding any MAIT Class B Distributable Amounts), less any amounts that the Board, based on the recommendation of the Transmission Leadership Team as substantiated by written financial reports and forecasts included therewith, reasonably determines (which such determination shall include the approval of the Investor Director(s) for so long as the Investor Member holds at least a 30.0% Common Percentage Interest) in good faith are necessary to be retained in order to (a) permit the Company and its Subsidiaries to pay their obligations due as of such date or that are expected to become due in the next ninety (90) days in the ordinary course of business (including making any required payments of principal or interest in satisfaction of Indebtedness) that cannot be satisfied on commercially reasonable terms by the Company’s available liquidity, or (b) comply with applicable Law or respond to an Emergency Situation. “Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions located in New York, New York are authorized by applicable Law to be closed. “Business Plan” has the meaning set forth on Schedule 5 hereto. “Capital Plan” has the meaning set forth on Schedule 5 hereto. “Change in Control” means with respect to the applicable Party, any person or group (within the meaning of Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) at any time becoming the beneficial owner of 50.0% or more of the combined voting power of the voting securities of such Party. “Code” means the Internal Revenue Code of 1986, as amended. “Common Percentage Interest” means, in respect of any Member, their relative ownership in the outstanding Common Membership Interests at the relevant time, expressed as a percentage, which shall be deemed to be equal to the number of outstanding Common Membership Interests that such Member owns at the relevant time divided by the total number of Common Membership Interests then outstanding. “Company Group” means the Company and each of its Subsidiaries, collectively. “Competitor” means any Person that is, or through its Subsidiaries is, directly involved in the transmission of electricity in the United States; provided that no Financial Investor shall be considered a “Competitor” as defined herein.
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NAI-1534815718v11 59 “Contract” means any written agreement, arrangement, commitment, indenture, instrument, purchase order, license or other binding agreement. “Covered Person” means any (a) Member, any Affiliate of a Member or any officers, directors, shareholders, partners, members, employees, representatives or agents of a Member or their respective Affiliates, (b) Director, or (c) employee, officer or agent of the Company or its Affiliates. “Debt-to-Capital Ratio” means, with respect to any Person, the ratio of (a) the Indebtedness of such Person and its Subsidiaries to (b) the sum of (i) the Indebtedness of such Person and its Subsidiaries plus (ii) Member equity (including, if applicable, noncontrolling interest of MAIT Class B membership equity), capital stock (but excluding treasury stock and capital stock subscribed and unissued) and other equity accounts (including retained earnings and paid in capital but excluding accumulated other comprehensive income and loss) of such Person and its Subsidiaries, determined in accordance with GAAP. “Emergency Expenditure” means amounts required to be incurred in order to respond to an Emergency Situation or to avoid an Emergency Situation in a manner that is consistent with general practices applicable to facilities used in the Company Business, but only to the extent such expenditures are reasonably designed to ameliorate the consequences, or an immediate threat of any of the consequences, of the issues set forth in the definition of “Emergency Situation.” “Emergency Situation” means, with respect to the business of the Company and its Subsidiaries, (a) any abnormal system condition or abnormal situation requiring immediate action to maintain system frequency, loading within acceptable limits or voltage or to prevent loss of firm load, material equipment damage or tripping of system elements that is reasonably likely to materially and adversely affect reliability of an electric system, (b) any other occurrence or condition that otherwise requires immediate action to prevent an immediate and material threat to the safety of Persons or the operational integrity of, or material damage to, any material assets of, or the business of the Company or its Subsidiaries, or (c) any other condition or occurrence requiring immediate implementation of emergency procedures as defined by the applicable transmission grid operator or transmitting utility. “Encumber” means to place a Lien against. “Excluded Membership Interests” means any Membership Interests or other equity interests in the Company issued in connection with: (a) any arrangement approved unanimously by the Board for the return of income or capital to the Members; (b) any equity split, equity dividend or any similar recapitalization; or (c) the commencement of any offering of Membership Interests or other equity interests of the Company or any of its Subsidiaries, pursuant to a registration statement filed in accordance with the United States Securities Act of 1933.
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NAI-1534815718v11 60 “Fair Market Value” means, with respect to any asset (including equity interest), the price at which the asset would change hands between a willing buyer and a willing seller that are not affiliated parties, neither being under any compulsion to buy or to sell, and both having knowledge of the relevant facts and taking into account the full useful life of the asset. In valuing Membership Interests, no consideration of any control, liquidity or minority discount or premium shall be taken into account. Fair Market Value shall be determined by the Board in accordance with the foregoing, subject to Section 13.15. “FDI Law” means any Law concerning or relating to foreign investment or national security imposed, administered or enforced by any Governmental Body. “FE Outside Group” means the FE Member and its Subsidiaries, other than the Company and its Subsidiaries. “FERC” means the U.S. Federal Energy Regulatory Commission or any successor agency thereto. “Financial Investor” means any non-strategic financial investor such as a retirement fund, pension fund, exchange traded fund, sovereign wealth fund, private equity fund, asset management fund, hedge fund or similar institutional investor, including any Subsidiary of such Person, whose principal business activity is acquiring, holding and selling investments (including controlling interests) in other Persons. “FPA” means the Federal Power Act. “GAAP” means United States generally accepted accounting principles applied on a consistent basis during the periods involved. “Governmental Body” means any national, foreign, federal, regional, state, local, municipal or other governmental authority of any nature (including any division, department, agency, commission or other regulatory body thereof) and any court or arbitral tribunal, including any governmental, quasi-governmental or non-governmental body administering, regulating or having general oversight over electricity, power or the transmission or transportation thereof (including, for the avoidance of doubt, FERC, PJM, NERC, the Pennsylvania Public Utility Commission, the Public Utilities Commission of Ohio and the Virginia State Corporation Commission), including any regional transmission operator or independent system operator. “Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person, whether or not contingent, for borrowed money or in respect of any loans or advances, (b) all other indebtedness of such Person evidenced by bonds, debentures, notes or other similar instruments or debt securities (excluding trade accounts payables constituting short term liabilities under GAAP), (c) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all guarantees of the obligations of any other Person, (e) net obligations of such Person under any hedging arrangement, and (f) any accrued interest, premiums and penalties.
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NAI-1534815718v11 61 “Initial PSA” means the Purchase and Sale Agreement, dated November 6, 2021, by and among the Company, the FE Member, the Investor Member, and, solely for the purposes of Sections 5.5, 5.6(c) and 8.1(a) and Article X thereof, the Guarantors (as defined therein). “Investor Group” means Brookfield Super-Core Infrastructure Partners L.P., together with its controlled investment vehicles. “IRR” means, with respect to the Investor Member, as of the consummation of a Drag- Along Sale, the actual pre-Tax annual rate of return of the Investor Member (specified as a percentage) taking into account only the following, on a cash-in, cash-out basis: (a) all Capital Contributions actually made to the Company by or on behalf of the Investor Member or any of its Permitted Transferees with respect to their Membership Interests on or before such date plus the Purchase Price (as defined in the Initial PSA) plus the Purchase Price (as defined in the Second PSA), and (b) all cash distributions to the Investor Member or any of its Permitted Transferees on or before such date. The IRR will be calculated using the XIRR function in the most recent version of Microsoft Excel (or if such program is no longer available, such other software program for calculating the IRR as is reasonably determined by the Board), and will be based on the actual dates of funding of such capital contributions and the actual dates of receipt of such cash distributions and proceeds. “JCP&L” means Jersey Central Power & Light. “KATCo Interests” means the equity interests in Keystone Appalachian Transmission Company. “Law” means any (a) law (statutory, common, or otherwise), rule, regulation, code or ordinance enacted, adopted, promulgated or applied by any Governmental Body, including the Federal Power Act, as amended, and FERC’s implementing regulations thereunder and all other regulatory requirements or Orders emanating from state and federal regulators of the Company Group’s businesses and operations or the ownership of the Membership Interests and (b) any other Order. “Liens” means all liens, mortgages, deeds of trust, pledges, security interests, charges, claims, proxy, voting trust or transfer restriction under any stockholder or similar agreement. “Lock-Up Period” means the date that is the third (3rd) anniversary of the Effective Date. “MAIT” means Mid-Atlantic Interstate Transmission, LLC. “MAIT Class B Distributable Amounts” means any amount of distributions received by the Company on account of the Company’s MAIT Class B Interests from MAIT in accordance with its Organizational Documents. “MAIT Class B Interests” means an interest in MAIT designated as a “Class B Interest” in the Second Amended and Restated Limited Liability Company Operating Agreement of MAIT.
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NAI-1534815718v11 62 “Material Project” means any acquisition, construction, expansion, improvement, alteration, replacement or significant repair activity or series of related activities of/to any Qualifying Core Assets that exceeds in the aggregate the lower of: (i) 0.75% of the Rate Base Amount, or (ii) $75 million adjusted by annually by the Consumer Price Index, in any calendar year. “Member” means each of FE Member and Investor Member, and any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company that owns Membership Interests. “Membership Interests” means membership interests of the Company. “NERC” means the North American Electric Reliability Corporation (including any of the eight (8) designated regional entities) or any successor electric reliability organization certified by FERC. “New Securities” means any Membership Interests or other equity interests in the Company, other than any Excluded Membership Interests; provided that no New Securities that are issued shall be issued as Special Purpose Membership Interests. “OFAC” means the U.S. Office of Foreign Assets Control. “Order” means any judgment, order, injunction, decree, ruling, writ or arbitration award of any Governmental Body or any arbitrator. “Organizational Documents” means, with respect to any corporation, its articles or certificate of incorporation, memorandum or articles of association and by-laws or documents of similar substance; with respect to any limited liability company, its articles of association, articles of organization or certificate of organization, formation or association and its operating agreement or limited liability company agreement or documents of similar substance; with respect to any limited partnership, its certificate of limited partnership and partnership agreement or documents of similar substance; and with respect to any other entity, documents of similar substance to any of the foregoing. “Percentage Interest” means, in respect of any Member, their relative ownership in the outstanding Membership Interests at the relevant time, expressed as a percentage, which shall be deemed to be equal to the number of outstanding Membership Interests that such Member owns at the relevant time divided by the total number of Membership Interests then outstanding. “Permitted Lien” means (a) Liens for Taxes not yet delinquent or for Taxes that the taxpayer is contesting in good faith through appropriate proceedings so long as adequate reserves are maintained in accordance with GAAP, (b) Liens of lessors, lessees, sublessors, sublessees, licensors or licensees to the extent arising under and in accordance with the terms of the disclosed Leases arising or incurred in the ordinary course of business, (c) Liens arising under the Indebtedness set forth on Schedule 10.17(b) to the Second PSA, (d) mechanics Liens and similar Liens for labor, materials, or supplies relating to obligations as to which there is no breach or default on the part of the Company or any of its Subsidiaries, as the case may be, or the
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NAI-1534815718v11 63 validity or amount of which is being contested in good faith through appropriate proceedings so long as adequate reserves are maintained on the financial statements in accordance with GAAP, (e) zoning, building codes, and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon that are imposed by any Governmental Body having jurisdiction over such real property, in each case that do not adversely impact in any material respect the current use, occupancy or operation of the owned or leased real property of the Company and its Subsidiaries, and are not violated by the then-current use, occupancy or activity conducted thereon by the Company or any of its Subsidiaries, as applicable, which does not in any material respect affect the value or current use thereof, (f) easements, servitudes, covenants, conditions, restrictions, and other similar matters of record affecting title to any assets of the Company or any of its Subsidiaries and other title defects that do not or would not reasonably be expected to, individually or in the aggregate, materially impair the use or occupancy of such assets in the operation of the business of the Company and its Subsidiaries, (g) all matters set forth on title policies or surveys made available by or on behalf of the FE Outside Group to the Investor Member prior to the date of the Second PSA other than those Liens that, individually or in the aggregate, impair in any material respect the current use or occupancy of the subject real property to which they relate, and (h) Liens arising under Laws of general applicability, other than to the extent such Liens arise from or relate to any applicable Person’s failure to comply with any such Law. “Permitted Transferee” means, with respect to the FE Member or the Investor Member, (i) a directly or indirectly wholly owned Subsidiary of such Member, (ii) an Affiliate of such Member of which such Member is, directly or indirectly, a wholly owned Subsidiary (an “Affiliate Parent”), or (iii) an Affiliate of such Member that is a wholly owned Subsidiary of an Affiliate Parent. “Persons” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Body. “PJM” means PJM Interconnection L.L.C., a regional transmission organization, or any designated successor thereto. “PJM Market Rules” refers collectively to the PJM Open Access Transmission Tariff and the Amended and Restated PJM Operating Agreement, and all schedules, appendices, or exhibits attached thereto to each, on file with FERC as may be amended from time to time (or any successor tariff, agreement, or rules governing the operations of PJM). “PJM Region” has the meaning set forth under the PJM Market Rules. “PJM Transmission Zone” means Zone as such terms are defined under the PJM Market Rules. “Preemptive Right Share” means a ratio of (a) the number of Membership Interests (excluding Special Purpose Membership Interests) held by such Member with Preemptive Rights, to (b) the total number of Membership Interests (excluding Special Purpose Membership
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NAI-1534815718v11 64 Interests) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive Rights. “Prohibited Competitor” means any Competitor listed on Schedule 2, as may be updated from time to time in accordance with Section 6.3(b). “Qualified Designee” means either (a) an employee of any Affiliate of the Investor Member (an “Investor Employee”) or (b) an individual with at least 10 years of management- level experience in the private sector electricity transmission, distribution and generation business; provided, that a “Qualified Designee” shall not include (i) any director, officer, employee or other Person affiliated with a Competitor; provided, further, that this clause (i) shall not be deemed to apply to an Investor Employee solely because such Person serves on an investment committee or is otherwise employed at any Affiliate of the Investor Group that is an investment fund and (A) such investment fund holds investments in a Competitor, or (B) such Person serves on the board of directors of a Competitor that does not conduct any non-de minimis operations in the PJM region or in any regional transmission organization or independent system transmission operator interconnected with PJM (provided, further, in the case of this clause (B), that such Person’s service on such board of directors and on the Board would not constitute a prohibited director interlock, or otherwise be prohibited, under any applicable Law), (ii) any Person that is, or within 10 years prior to the Effective Date was, an employee or consultant of FERC or any other Governmental Body, a public official or a candidate for public office (it being agreed that any individual affiliated with the Investor Member shall not be considered a public official as a result of such affiliation), (iii) any Person convicted by a court or equivalent tribunal of any felony (or equivalent crime in the applicable jurisdiction) or of any misdemeanor (or equivalent crime in the applicable jurisdiction) that involves financial dishonesty or moral turpitude, or (iv) solely in the case of an individual that is not an Investor Employee, any Person that would create a material regulatory or reputational risk to the Company based on a good-faith determination by the Board. “Qualifying Core Assets” means assets utilized in connection with the conduct of the Company’s and its Subsidiaries’ business on which the Company reasonably expects (a) that it or its Subsidiaries will be eligible to include in the applicable rate base, and (b) to earn a return through rates approved by FERC (or such other Governmental Body that may then be applicable) that are commercially reasonable (to be determined by the Board in good faith) and are not otherwise inconsistent with applicable FERC (or such other Governmental Body, as the case may be) rate precedent. For the avoidance of doubt, “Qualifying Core Assets” shall also include necessary or ancillary expenses to support such assets (including working capital). “Rate Base Amount” means an amount equal to the net utility plant of the Company and its Subsidiaries, taken as a whole, as determined based on the most recently filed FERC Form 1s for the Company and each of its Subsidiaries. “Representatives” means the directors, officers, employees, agents, and Advisors of a Party. “Sanctioned Person” means a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at
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NAI-1534815718v11 65 xxxx://xxx.xxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxx/xxx/xxxxx.xxxx, or as otherwise published from time to time or any other Sanctions-related list of designated Persons maintained by an applicable Governmental Body described in the definition of “Sanctions.” “Sanctions” means any sanctions imposed, administered or enforced from time to time by OFAC, the U.S. Department of State, Her Majesty’s Treasury, the United Nations, the European Union or any agency or subdivision of any of the foregoing, including any regulations, rules and executive orders issued in connection therewith. “Special Percentage Interest” means, in respect of any Member, their relative ownership in the outstanding Special Purpose Membership Interests at the relevant time, expressed as a percentage, which shall be deemed to be equal to the number of outstanding Special Purpose Membership Interests that such Member owns at the relevant time divided by the total number of Special Purpose Membership Interests then outstanding. “Standards of Conduct” means (a) (i) FERC’s standards of conduct for transmission providers codified at 18 C.F.R. Part 358 and the rules, regulations, and Orders issued by FERC pertaining thereto, and (ii) any applicable or relevant requirements under NERC standards, including but not limited to, protection of Critical Energy/Electric Infrastructure Information (as such terms are defined under FERC rules and regulations), CIP requirements, and receipt and storage of other non-public information containing sensitive information regarding the Company Group’s transmission system and the safety and reliability of the bulk-electric system (as that term is defined under the Federal Power Act, as amended, and FERC); and (b) the policies, procedures and internal compliance practices of any member of the Company Group, or its Subsidiaries governing internal compliance regarding part (a) of this definition or as may be designated by the chief compliance officer(s) (as such term is defined by under 18 CFR 358.8(c)(2)) for the Company Group. “Subsidiary” means, with respect to any Person, any entity of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof or any partnership, association or other entity of which a majority of the partnership or other similar ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, limited liability company, association or other entity or is or controls the managing director or general partner of such partnership, limited liability company, association or other business entity. “Tag Portion” means an amount of Membership Interests equal to the specified quantity of Tag-Along Offered Membership Interests multiplied by Investor Member’s Percentage Interest.
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NAI-1534815718v11 66 “Targeted Capital Structure” means the targeted regulatory capital structure of an applicable Subsidiary of the Company as it appears in the applicable attachment H of the PJM Open Access Transmission Tariff, which amount shall comply with all applicable Laws and shall otherwise be determined by the Board (which determination shall include the approval of the Investor Directors as long as the Investor Member holds at least a 30.0% Common Percentage Interest). “Tax” or “Taxes” means any federal, state, local, foreign or other income, gross receipts, capital stock, capital gains, franchise, profits, withholding, payroll, social security, unemployment, disability, real property, ad valorem/personal property, stamp, excise, occupation, sales, use, excise, escheat, unclaimed property, transfer, value added, import, export, alternative minimum, estimated or other tax, duty, assessment or governmental charge of any kind whatsoever, including any interest, penalty or addition thereto. “Tax Return” means any return, claim for refund, report, election, form, statement or information return relating to Taxes, including any schedule or attachment thereto, and including any amendments thereof. “Third Party” means, with respect to a Member, another Person that is not another Member or an Affiliate of a Member. “Transfer” shall mean, with respect to the legal or beneficial ownership of any of a Member’s Membership Interests, any sale, assignment, transfer, pledge, encumbrance, hypothecation or other similar arrangement or disposal, directly or indirectly, whether voluntarily, involuntarily or by operation of applicable Law including by the entry into any contract, option or other arrangement, or the granting or imposition of any Lien, that gives any Person other than the Member, whether or not upon the occurrence or nonoccurrence of an event, the right to acquire any Membership Interests or any interest therein, to vote any Membership Interest, or to require that any Membership Interests be transferred, directly or indirectly, whether voluntarily, involuntarily or by operation of applicable Law, except in any such case as expressly set forth in Section 6.2(b). For the avoidance of doubt and notwithstanding the foregoing, (a) any sale, assignment, transfer, or other disposition of equity interests in any Member or any direct or indirect parent of such Member in which the Membership Interests held by such Member represent more than 50.0% of the Fair Market Value of all of the assets directly or indirectly held by such Member or direct or indirect parent the equity interests of which are being disposed shall constitute a “Transfer” for all purposes of this Agreement, except in any such case as expressly set forth in Section 6.2(b) or the following clause (b), (b) any direct or indirect transfer of equity interests in any Member that does not result in a Change in Control of such Member shall not constitute a “Transfer” for any purpose under this Agreement so long as any required authorization, approval or consent of all applicable Governmental Bodies in respect of such transfer has been received, and (c) a Change in Control of the FE Member shall not constitute a “Transfer” for any purpose under this Agreement. “Transmission Leadership Team” means the individuals serving in the following positions (or any successor positions thereof, however titled or restyled) at FE Member: (a) President of the Company, (b) Vice President of Transmission, (c) Vice President of
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NAI-1534815718v11 71 day other than a Business Day, the period in question shall end on the next succeeding Business Day. In addition, notwithstanding any deadline for payment, performance, notice or election under this Agreement, if such deadline falls on a date that is not a Business Day, then the deadline for such payment, performance, notice or election will be extended to the next succeeding Business Day. (e) Words denoting any gender shall include all genders, including the neutral gender. Where a word is defined herein, references to the singular shall include references to the plural and vice versa. (f) The word “will” will be construed to have the same meaning and effect as the word “shall”. The words “shall,” “will,” or “agree(s)” are mandatory, and “may” is permissive. (g) All references to “$” and dollars shall be deemed to refer to United States currency unless otherwise specifically provided. (h) All references to a day or days shall be deemed to refer to a calendar day or calendar days, as applicable, unless otherwise specifically provided. (i) Any reference to any Contract shall be a reference to such agreement or Contract, as amended, amended and restated, modified, supplemented or waived. (j) Any reference to any particular Code section or any Law shall be interpreted to include any amendment to, revision of or successor to that section or Law regardless of how it is numbered or classified; provided, that, for the purposes of the representations and warranties contained herein, with respect to any violation of or non- compliance with, or alleged violation of or non-compliance, with any Code section or Law, the reference to such Code section or Law means such Code section or Law as in effect at the time of such violation or non-compliance or alleged violation or non-compliance. (k) For all purposes of this Agreement (including the determination of a Member’s Percentage Interest and its entitlement, if applicable, to designate one or more Directors), such Member and its Permitted Transferees shall be deemed to be, and shall be treated as, one and the same Member. [Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first written above. FE Member: FirstEnergy Corp., an Ohio corporation By: Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer [Signature Page to FET A&R Operating Agreement]
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NAI-1534815718v11 Schedule 1 Schedule of Members Name Address Common Percentage Interest Special Percentage Interest FirstEnergy Corp. 00 Xxxxx Xxxx Xxxxxx Xxxxx, Xxxx 00000 50.1% 100% North American Transmission Company II L.P. 0000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 49.9% -
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NAI-1534815718v11 Schedule 2 Prohibited Competitors 1. American Electric Power 2. American Municipal Power 3. AES 4. Dominion Energy 5. Duke Energy 6. Duquesne Light Company 7. Exelon 8. ITC 9. LS Power 10. PSE&G 11. PPL 12. NextEra Energy
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NAI-1534815718v11 Schedule 3 Investors Guidelines and Restrictions for Disclosures to Co-Investors See attached.
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NAI-1535134123v2 Confidential Schedule 3 Investor Guidelines and Restrictions for Disclosures to Co-Investors1 1. For purposes of this Schedule 3, “Co-Investor” has the same meaning as that term is defined in the Second PSA. Any other capitalized terms used, but not defined herein, shall have the meanings set forth in the Agreement. 2. The Investor Member may only provide or disclose Confidential Information to any Co-Investor or its Representatives to the extent such disclosure does not violate applicable Law or Order. 3. Any Co-Investor and its Representatives shall be bound by all applicable Laws in their receipt and use of Confidential Information, including but not limited to, all antitrust Laws, Standards of Conduct, including CIP, CEII, and NERC rules and regulations, and Governmental Body Laws and Orders. 4. The Investor Member (as set forth in Section 9.4(g) of the Agreement), the Co-Investors and their respective Representatives shall be bound by the Standards of Conduct. Prior to receiving any utility operations information, and on an annual basis, the Investor Member, Co-Investors and their respective Representatives shall complete Standards of Conduct training. 5. For the avoidance of doubt, any Co-Investor and its Representatives shall be bound by confidentiality requirements no less restrictive in the aggregate than the requirements by which the Investor Member is bound pursuant to Section 9.6 of the Agreement. 1 Any disclosure of CEII shall be in accordance with all applicable Laws, including, but not limited to, the CFIUS Regulations (Section 721 of Title VII of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and all applicable rules and regulations issued and effective thereunder) and in accordance with any commitments made in any notice to CFIUS, or as set forth in the CFIUS Clearance, as such terms are defined in the Second PSA.
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NAI-1534815718v11 Schedule 4 Specific Deadlock Resolution Procedures See attached.
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CONFIDENTIAL Schedule 4 Specific Deadlock Resolution Procedures Resolution for Deadlocks over Annual Approved Budget (other than Capital Expenditures) • Annual Approved Budget (excluding Capital Expenditures, which are addressed in the next row below). In the event that the FE Member and Investor Member continue to be unable to agree on line items in the Annual Approved Budget after the senior executive discussions contemplated by the second sentence of Section 1.10(b), then such line items in the Annual Approved Budget for the relevant fiscal year will be deemed to be the same as the Annual Approved Budget for the preceding fiscal year with the following modifications: o Adjustments to reflect the consumer price index and increases in costs pursuant to documented then-current contractual and compliance obligations; and o The values resulting from the preceding bullet may be adjusted by the Company to reflect the need to account for the occurrence of events beyond the reasonable control of the Company and its Subsidiaries. If the Investor Member believes that the FE Member’s adjustments are not commercially reasonable, then such dispute may be submitted to binding arbitration as contemplated by Section 13.13. Resolution for Deadlocks Over the Aggregate Capital Expenditures in the Annual Approved Budget • In the event that the FE Member and Investor Member continue to be unable to agree on a line item (either “Regulatory Required” or “Reliability Enhancements”) in the capital expenditure budget in the Annual Approved Budget after the senior executive discussions contemplated by the second sentence of Section 1.10(b), then the aggregate Annual Capital Expenditure Budget for such line item in the relevant fiscal year will be deemed to be the same as the aggregate Annual Capital Expenditure Budget for such line item in the prior fiscal year, increased by the greater of a percentage equal to (i) the implied annual investment growth rate for the FET utilities in the applicable year, as presented in the FE Member’s most recent publicly announced Factbook as found on the FE Member’s website and (ii) CPI plus 2.5%. • If the Investor Member believes that the calculation is not commercially reasonable, then such dispute may be submitted to binding arbitration as contemplated by Section 13.13.
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2 Resolution for Officer and/or Transmission Leadership Team Deadlocks • In the event that the FE Member and Investor Member continue to be unable to agree on the appointment of an officer and/or the Transmission Leadership Team after the senior executive discussions contemplated by the second sentence of Section 1.10(b), then FE Member, on the one hand, and the Investor Member, on the other hand, will each prepare in good faith a list of five appropriately qualified individuals (each person so listed at least satisfying the qualifications set forth in the below sub bullets) for any deadlocked officer position or member of the Transmission Leadership Team, as applicable. o Each individual proposed must (i) have at least 10 years of management-level experience in the private sector, (ii) not have been an employee or consultant of FERC or any other Governmental Body, a public official or a candidate for public office (it being agreed that any individual affiliated with the Investor Member shall not be considered a public official as a result of such affiliation), and (iii) not have been convicted by a court or equivalent tribunal of any felony (or equivalent crime in the applicable jurisdiction) or of any misdemeanor (or equivalent crime in the applicable jurisdiction) that involves financial dishonesty or moral turpitude. o In the case of the Investor Member’s proposed appointees, such individuals must also not create a material regulatory or reputational risk to the Company based on a good-faith determination by the Board. • Following receipt of the lists, if one or more individuals are listed on both the FE Member’s list and the Investor Member’s list, then the FE Member will have the right to designate one of those individuals to the deadlocked officer or Transmission Leadership Team position, as applicable, and the parties will take all necessary actions to cause such appointment as promptly as practicable. • If there are no individuals included on both lists, then the FE Member and the Investor Members will take turns striking an individual from the other’s list. o The FE Member will go first in striking from the Investor Members’ list. Whichever individual is the last person remaining on the list will be selected for the position (and if such individual is unable or unwilling to serve, then the next-last individual on the list will be selected, and so on).
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3 Resolution for “Available Limited Discretion Cash” Deadlocks • In the event that the FE Member and Investor Member continue to be unable to agree on the determination of the “Available Limited Discretion Cash” amount for any fiscal quarter after the senior executive discussions contemplated by the second sentence of Section 1.10(b), then the “Available Limited Discretion Cash” for such fiscal quarter shall be deemed to be equal to: o The cash flow generated from the business operations of the Company and its Subsidiaries in such fiscal quarter; less o An amount equal to 50% of the aggregate payment obligations that are then due or scheduled to be due during the next succeeding fiscal quarter in the ordinary course of business (including making any required payments of principal or interest in satisfaction of Indebtedness), provided that the Company has then-available liquidity that is sufficient to pay the other 50% of such aggregate payment obligations (and if the Company does not have such then-available liquidity, then the amount reserved pursuant to this bullet will be increased by such shortfall in then- available liquidity); less o An amount equal to the amount reasonably recommended by the Transmission Leadership Team for such fiscal quarter in order to enable the Company and its Subsidiaries to comply with applicable Law or Order or respond to an ongoing Emergency Situation. If the Investor Member believes that the Transmission Leadership Team’s recommendation is not reasonable, then such dispute may be submitted to binding arbitration as contemplated by Section 13.13. Resolution for “Targeted Capital Structure” Deadlocks • In the event that the FE Member and Investor Member continue to be unable to agree on the determination of the Company’s “Targeted Capital Structure” after the senior executive discussions contemplated by the second sentence of Section 1.10(b), then the Targeted Capital Structure of the applicable Subsidiary will be equal to the Targeted Capital Structure of such for the preceding fiscal year, subject to compliance with applicable Law.
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4 Resolution for Regulatory Filing Deadlocks • To the extent that any regulatory filing that is subject to the consent rights in Section 8.4(o) has a deadline by which the regulatory filing must be made, such that there is not sufficient time for the fifteen (15) Business Day and twenty (20) Business Day discussion periods contemplated by Section 1.11(b) to take place, the Investor Member and the FE Member will agree in good faith on shorter time periods such that the filing will be made by such deadline. • In the event that the FE Member and Investor Member continue to be unable to agree on the content of such regulatory filing after these discussion periods: o In respect of filings made pursuant to FPA Section 205 that are voluntary, the filing will not be made unless and until the FE Member and Investor Member are able to agree on the filing. o In respect of all other filings covered by Section 8.4(o), the Company will retain independent qualified regulatory counsel that is mutually acceptable to FE Member and Investor Member (negotiating in good faith). The Company will direct its internal and applicable external counsel to cooperate with this independent counsel, and the independent counsel will be responsible for preparing the filing. After consultation with the FE Member and Investor Member, which shall equally have the right to participate in the consultation and preparation of any such filings, the independent counsel will be instructed to prepare a commercially reasonable filing that is in the best interests of the Company.
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NAI-1534815718v11 Schedule 5 Annual Approved Budget, Business Plan, and Capital Plan Procedures See attached.
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NAI-1535120401v2 CONFIDENTIAL Schedule 5 Budget, Business Plan and Capital Plan Process Defined Terms: “Annual Budget” means a one-year budget for the Company and its Subsidiaries, presented on both a consolidated basis and a by-subsidiary basis, including an income statement, balance sheet, cash flow statement, and aggregate capital expenditure budget, consistent with the forms of the relevant worksheets in Attachment 1 to this Schedule 5. The aggregate capital expenditure budget in an Annual Budget will include two line items (“Regulatory Required” and “Reliability Enhancements”). “Business Plan” means the five-year financial forecast (covering the next five full fiscal years, commencing with the fiscal year starting in the following January) for the Company and its Subsidiaries, presented on both a consolidated basis and a by-subsidiary basis, including an income statement, balance sheet and cash flow statement, consistent with the forms of the relevant worksheets in Attachment 1 to this Schedule 5. “Capital Plan” means the five-year capital expenditure forecast for the Company (on an aggregate total Company basis), in the form of the relevant worksheet in Attachment 1 to this Schedule 5 and, for the avoidance of doubt, is specifically row 9 of the worksheet titled “Form: Financial Forecast – Consolidated”. Process Steps FE Member and Investor Member will cooperate and work together in good faith to jointly establish the date by which the Board shall each year approve the Annual Budget for the following fiscal year and the Capital Plan (such date, as may be subsequently adjusted from time to time by the written agreement of the FE Member and the Investor Member, the “Approval Date”), provided, however, that the Approval Date shall be no later than December 31st of a year for the Annual Budget and Capital Plan for the following calendar year. The Company shall commit to present to the Board no later than 45 days prior to the Approval Date, a draft Annual Budget and a Business Plan, which will include the draft Capital Plan, for the following period, and the FE Member and the Investor Member will direct their respective Directors to discuss in good faith and seek to approve such Annual Budget and Capital Plan no later than Approval Date or as promptly as reasonably practicable thereafter. Upon the Board’s approval, such draft Annual Budget and draft Capital Plan (in each case, with such amendments or modifications thereto as authorized by the Board) shall become the Annual Approved Budget and the Capital Plan, respectively; provided that, in the case of the Annual Budget, the draft Annual Budget’s approval as the Annual Approved Budget is, for so long as the Investor Member’s Common Percentage
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NAI-1535120401v2 2 Interest is at least 30.0%, subject to the Investor Member’s approval rights in Section 8.4(l) and the deadlock provisions in Section 1.11. In addition, as supporting information to and in conjunction with the Annual Budget, Business Plan and Capital Plan, the Company will provide to the Board a list of the capital projects consistent with the worksheet titled “Form Ill. Capex Project List”, it being understood that the specific list of capital projects is subject to change over the course of the fiscal year. On a periodic basis throughout the year, the Company will also provide to the Board any forecast updates to the Annual Approved Budget.
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Attachment 1 Annual Budget, Business Plan, and Capital Plan Worksheets [attached]
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Form: Annual Budget - Consolidated Year = Annual Budget year [Year Q1] [Year Q2] [Year Q3] [Year Q4] [Year] Capital Expenditures Regulatory Required [$mm] Reliability Enhancements [$mm] Total [$mm] Regulatory Target Capital Structure (Equity/Total Capital) [%] Beginning rate base [$mm] (+) Net Plant Adds [$mm] (-) Depreciation [$mm] (+) Averaging [$mm] (-) Change in ADIT [$mm] Ending rate base [$mm] (+) NWC (Based on 1/8 O&M Rule) [$mm] Adj. ending rate base [$mm] Income statement Total revenue [$mm] O&M Expenses [$mm] Other O&M [$mm] Other taxes [$mm] Total operating expenses [$mm] EBITDA [$mm] Depreciation & Amortization [$mm] EBIT [$mm] Other income [$mm] Pre-tax interest expense [$mm] Cash Interest [$mm] Def. Financing, Premium, Discount Amortization [$mm] Capitalized interest [$mm] Pre-tax debt AFUDC earnings [$mm] EBT [$mm] Income taxes [$mm] Current Taxes [$mm] Deferred Taxes [$mm] Other adjustments [$mm] Net Income [$mm] Income attributable to non-controlling interest [$mm] Net income available to parent [$mm] Cash flow statement Operations Net income [$mm] Provision for Depreciation [$mm] Allowance for Funds Used During Construction [$mm] Amortization (Deferral) of Regulatory Assets, Net [$mm] Deferred Income Taxes and Investment Tax Credits, Net [$mm] Transmission Revenue Collections, Net [$mm] Changes in Current Assets and Liabilities [$mm] Other Operating [$mm] Cash flow from operations [$mm] Investing This worksheet is the form to be used for the Annual Budget, which is a one-year budget for FirstEnergy Transmission, LLC and its subsidiaries on a consolidated basis, including an income statement (which begins with row 25), balance sheet (which begins with row 84), cash flow statement (which begins with row 52), and aggregate capital expenditure budget (which, for the avoidance of doubt, is the total reflected in Cell M9).
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Property Additions [$mm] Cost of Removal & Adjustments [$mm] Notes Receivable from Associated Companies, Net [$mm] Other Investing [$mm] Cash flow from investing activities [$mm] Financing Short-term Debt [$mm] Money-pool [$mm] Long-term Debt [$mm] Dividends [$mm] Equity Contributions [$mm] Non-Controlling Dividends / Equity [$mm] Other [$mm] Cash flow from financing activities [$mm] Net Increase (Decrease) in Cash [$mm] Balance sheet Assets Beginning electric utility plant [$mm] Additions [$mm] Accumulated depreciation [$mm] Total electric plant [$mm] AFUDC [$mm] CWIP [$mm] Total utility plant [$mm] Cash [$mm] Current assets [$mm] Notes receivable from affiliates [$mm] Goodwill [$mm] Other deferred charges [$mm] Other assets [$mm] Total assets [$mm] Capitalization Proprietary capital / members' equity [$mm] Noncontrolling Interest [$mm] Total equity [$mm] Long-term debt [$mm] Total capitalization [$mm] Current liabilities Short-term debt [$mm] Accounts payable [$mm] Accrued interest [$mm] Other [$mm] Total [$mm] Non-current liabilities Accumulated deferred income taxes [$mm] Regulatory liabilities [$mm] Other liabilities [$mm] Total [$mm] Total other liabilities [$mm] Total liabilities and capitalization [$mm] New issuance cost of debt [%]
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Form: Annual Budget - By-Subsidiary Basis (for each of ATSI, MAIT and TrAILCo) Year = Annual Budget year [Year Q1] [Year Q2] [Year Q3] [Year Q4] [Year] Capital Expenditures Regulatory Required [$mm] Reliability Enhancements [$mm] Total [$mm] Regulatory Target Capital Structure (Equity/Total Capital) [%] Beginning rate base [$mm] (+) Net Plant Adds [$mm] (-) Depreciation [$mm] (+) Averaging [$mm] (-) Change in ADIT [$mm] Ending rate base [$mm] (+) NWC (Based on 1/8 O&M Rule) [$mm] Adj. ending rate base [$mm] Income statement Total revenue [$mm] O&M Expenses [$mm] Other O&M [$mm] Other taxes [$mm] Total operating expenses [$mm] EBITDA [$mm] Depreciation & Amortization [$mm] EBIT [$mm] Other income [$mm] Pre-tax interest expense [$mm] Cash Interest [$mm] Def. Financing, Premium, Discount Amortization [$mm] Capitalized interest [$mm] Pre-tax debt AFUDC earnings [$mm] EBT [$mm] Income taxes [$mm] Current Taxes [$mm] Deferred Taxes [$mm] Other adjustments [$mm] Net Income [$mm] Income attributable to non-controlling interest [$mm] Net income available to parent [$mm] Cash flow statement Operations Net income [$mm] Provision for Depreciation [$mm] Allowance for Funds Used During Construction [$mm] Amortization (Deferral) of Regulatory Assets, Net [$mm] Deferred Income Taxes and Investment Tax Credits, Net [$mm] Transmission Revenue Collections, Net [$mm] Changes in Current Assets and Liabilities [$mm] Other Operating [$mm] Cash flow from operations [$mm] Investing This worksheet is the form to be used for the Annual Budget, which is a one-year budget for FirstEnergy Transmission, LLC and its subsidiaries on a by-subsidiary basis, including an income statement (which begins with row 25), balance sheet (which begins with row 84), cash flow statement (which begins with row 52). For the avoidance of doubt, this same worksheet wil be used for the Annual Budget on a by-subsidiary basis for each of American Transmission Systems, Incorporated (ATSI); Mid-Atlantic Interstate Transmission, LLC (MAIT); and Trans-Allegheny Interstate Line Company (TrAILCo).
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Property Additions [$mm] Cost of Removal & Adjustments [$mm] Notes Receivable from Associated Companies, Net [$mm] Other Investing [$mm] Cash flow from investing activities [$mm] Financing Short-term Debt [$mm] Money-pool [$mm] Long-term Debt [$mm] Dividends [$mm] Equity Contributions [$mm] Non-Controlling Dividends / Equity [$mm] Other [$mm] Cash flow from financing activities [$mm] Net Increase (Decrease) in Cash [$mm] Balance sheet Assets Beginning electric utility plant [$mm] Additions [$mm] Accumulated depreciation [$mm] Total electric plant [$mm] AFUDC [$mm] CWIP [$mm] Total utility plant [$mm] Cash [$mm] Current assets [$mm] Notes receivable from affiliates [$mm] Goodwill [$mm] Other deferred charges [$mm] Other assets [$mm] Total assets [$mm] Capitalization Proprietary capital / members' equity [$mm] Noncontrolling Interest [$mm] Total equity [$mm] Long-term debt [$mm] Total capitalization [$mm] Current liabilities Short-term debt [$mm] Accounts payable [$mm] Accrued interest [$mm] Other [$mm] Total [$mm] Non-current liabilities Accumulated deferred income taxes [$mm] Regulatory liabilities [$mm] Other liabilities [$mm] Total [$mm] Total other liabilities [$mm] Total liabilities and capitalization [$mm] New issuance cost of debt [%]
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Form: Financial Forecast - Consolidated Year = Annual Budget year [Year] [Year+1] [Year+2] [Year+3] [Year+4] Capital Expenditures Regulatory Required [$mm] Reliability Enhancements [$mm] Total [$mm] Regulatory Target Capital Structure (Equity/Total Capital) [%] Beginning rate base [$mm] (+) Net Plant Adds [$mm] (-) Depreciation [$mm] (+) Averaging [$mm] (-) Change in ADIT [$mm] Ending rate base [$mm] (+) NWC (Based on 1/8 O&M Rule) [$mm] Adj. ending rate base [$mm] Income statement Total revenue [$mm] O&M Expenses [$mm] Other O&M [$mm] Other taxes [$mm] Total operating expenses [$mm] EBITDA [$mm] Depreciation & Amortization [$mm] EBIT [$mm] Other income [$mm] Pre-tax interest expense [$mm] Cash Interest [$mm] Def. Financing, Premium, Discount Amortization [$mm] Capitalized interest [$mm] Pre-tax debt AFUDC earnings [$mm] EBT [$mm] Income taxes [$mm] Current Taxes [$mm] Deferred Taxes [$mm] Other adjustments [$mm] Net Income [$mm] Income attributable to non-controlling interest [$mm] Net income available to parent [$mm] Cash flow statement Operations Net income [$mm] Provision for Depreciation [$mm] Allowance for Funds Used During Construction [$mm] Amortization (Deferral) of Regulatory Assets, Net [$mm] Deferred Income Taxes and Investment Tax Credits, Net Transmission Revenue Collections, Net [$mm] Changes in Current Assets and Liabilities [$mm] Other Operating [$mm] Cash flow from operations [$mm] Investing Property Additions [$mm] Cost of Removal & Adjustments [$mm] Notes Receivable from Associated Companies, Net [$mm] This worksheet is the form to be used for five-year financial forecast (covering the next five full fiscal years, commencing with the fiscal year starting in the following January) for FirstEnergy Transmissions, LLC and its subsidiaries, presented on a consolidated basis, including an income statement (which begins with row 25), balance sheet (which begins with row 84), cash flow statement (which begins with row 52) This worksheet is also the form to be used for the five-year capital expenditure forecast for for FirstEnergy Transmissions, LLC and its subsidiaries (i.e., the Capital Plan) (on an aggregate total Company basis) (which is reflected in row 9)
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Other Investing [$mm] Cash flow from investing activities [$mm] Financing Short-term Debt [$mm] Money-pool [$mm] Long-term Debt [$mm] Dividends [$mm] Equity Contributions [$mm] Non-Controlling Dividends / Equity [$mm] Other [$mm] Cash flow from financing activities [$mm] Net Increase (Decrease) in Cash [$mm] Balance sheet Assets Beginning electric utility plant [$mm] Additions [$mm] Accumulated depreciation [$mm] Total electric plant [$mm] AFUDC [$mm] CWIP [$mm] Total utility plant [$mm] Cash [$mm] Current assets [$mm] Notes receivable from affiliates [$mm] Goodwill [$mm] Other deferred charges [$mm] Other assets [$mm] Total assets [$mm] Capitalization Proprietary capital / members' equity [$mm] Noncontrolling Interest [$mm] Total equity [$mm] Long-term debt [$mm] Total capitalization [$mm] Current liabilities Short-term debt [$mm] Accounts payable [$mm] Accrued interest [$mm] Other [$mm] Total [$mm] Non-current liabilities Accumulated deferred income taxes [$mm] Regulatory liabilities [$mm] Other liabilities [$mm] Total [$mm] Total other liabilities [$mm] Total liabilities and capitalization [$mm] New issuance cost of debt [%]
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Form: Financial Forecast - By-Subsidiary Basis (for each of ATSI and MAIT) Year = Annual Budget year [Year] [Year+1] [Year+2] [Year+3] [Year+4] Capital Expenditures Regulatory Required [$mm] Reliability Enhancements [$mm] Total [$mm] Regulatory Target Capital Structure (Equity/Total Capital) [%] Beginning rate base [$mm] (+) Net Plant Adds [$mm] (-) Depreciation [$mm] (+) Averaging [$mm] (-) Change in ADIT [$mm] Ending rate base [$mm] (+) NWC (Based on 1/8 O&M Rule) [$mm] Adj. ending rate base [$mm] Income statement Total revenue [$mm] O&M Expenses [$mm] Other O&M [$mm] Other taxes [$mm] Total operating expenses [$mm] EBITDA [$mm] Depreciation & Amortization [$mm] EBIT [$mm] Other income [$mm] Pre-tax interest expense [$mm] Cash Interest [$mm] Def. Financing, Premium, Discount Amortization [$mm] Capitalized interest [$mm] Pre-tax debt AFUDC earnings [$mm] EBT [$mm] Income taxes [$mm] Current Taxes [$mm] Deferred Taxes [$mm] Other adjustments [$mm] Net Income [$mm] Income attributable to non-controlling interest [$mm] Net income available to parent [$mm] Cash flow statement Operations Net income [$mm] Provision for Depreciation [$mm] Allowance for Funds Used During Construction [$mm] Amortization (Deferral) of Regulatory Assets, Net [$mm] Deferred Income Taxes and Investment Tax Credits, Net Transmission Revenue Collections, Net [$mm] Changes in Current Assets and Liabilities [$mm] Other Operating [$mm] Cash flow from operations [$mm] Investing Property Additions [$mm] Cost of Removal & Adjustments [$mm] Notes Receivable from Associated Companies, Net [$mm] Other Investing [$mm] Cash flow from investing activities [$mm] This worksheet is the form to be used for five-year financial forecast (covering the next five full fiscal years, commencing with the fiscal year starting in the following January) for FirstEnergy Transmissions, LLC and its subsidiaries, presented on a by-subsidiary basis for ATSI and MAIT, including an income statement (which begins with row 25), balance sheet (which begins with row 84), cash flow statement (which begins with row 52)
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Financing Short-term Debt [$mm] Money-pool [$mm] Long-term Debt [$mm] Dividends [$mm] Equity Contributions [$mm] Non-Controlling Dividends / Equity [$mm] Other [$mm] Cash flow from financing activities [$mm] Net Increase (Decrease) in Cash [$mm] Balance sheet Assets Beginning electric utility plant [$mm] Additions [$mm] Accumulated depreciation [$mm] Total electric plant [$mm] AFUDC [$mm] CWIP [$mm] Total utility plant [$mm] Cash [$mm] Current assets [$mm] Notes receivable from affiliates [$mm] Goodwill [$mm] Other deferred charges [$mm] Other assets [$mm] Total assets [$mm] Capitalization Proprietary capital / members' equity [$mm] Noncontrolling Interest [$mm] Total equity [$mm] Long-term debt [$mm] Total capitalization [$mm] Current liabilities Short-term debt [$mm] Accounts payable [$mm] Accrued interest [$mm] Other [$mm] Total [$mm] Non-current liabilities Accumulated deferred income taxes [$mm] Regulatory liabilities [$mm] Other liabilities [$mm] Total [$mm] Total other liabilities [$mm] Total liabilities and capitalization [$mm] New issuance cost of debt [%]
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Form: Financial Forecast - By-Subsidiary Basis (TrAILCo) Year = Annual Budget year [Year] [Year+1] [Year+2] [Year+3] [Year+4] Capital Expenditures Regulatory Required [$mm] Reliability Enhancements [$mm] Total [$mm] Regulatory Target Capital Structure (Equity/Total Capital) [%] RAB for incentive projects (current authorized XXX of 12.7%) Beginning rate base [$mm] (+) Net Plant Adds [$mm] (-) Depreciation [$mm] (+) Averaging [$mm] (-) Change in ADIT [$mm] Ending rate base [$mm] (+) NWC (Based on 1/8 O&M Rule) [$mm] Adj. ending rate base [$mm] RAB for non-incentive projects (current authorized XXX of 11.7%) Beginning rate base [$mm] (+) Net Plant Adds [$mm] (-) Depreciation [$mm] (+) Averaging [$mm] (-) Change in ADIT [$mm] Ending rate base [$mm] (+) NWC (Based on 1/8 O&M Rule) [$mm] Adj. ending rate base [$mm] Income statement Total revenue [$mm] O&M Expenses [$mm] Other O&M [$mm] Other taxes [$mm] Total operating expenses [$mm] EBITDA [$mm] Depreciation & Amortization [$mm] EBIT [$mm] Other income [$mm] Pre-tax interest expense [$mm] Cash Interest [$mm] Def. Financing, Premium, Discount Amortization [$mm] Capitalized interest [$mm] Pre-tax debt AFUDC earnings [$mm] EBT [$mm] Income taxes [$mm] Current Taxes [$mm] Deferred Taxes [$mm] Other adjustments [$mm] Net Income [$mm] Income attributable to non-controlling interest [$mm] Net income available to parent [$mm] Cash flow statement Operations Net income [$mm] Provision for Depreciation [$mm] Allowance for Funds Used During Construction [$mm] Amortization (Deferral) of Regulatory Assets, Net [$mm] Deferred Income Taxes and Investment Tax Credits, Net This worksheet is the form to be used for the five-year financial forecast (covering the next five full fiscal years, commencing with the fiscal year starting in the following January) on a by-subsidiary basis for TrAILCo, including an income statement (which begins with row 37), balance sheet (which begins with row 96), cash flow statement (which begins with row 64)
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Transmission Revenue Collections, Net [$mm] Changes in Current Assets and Liabilities [$mm] Other Operating [$mm] Cash flow from operations [$mm] Investing Property Additions [$mm] Cost of Removal & Adjustments [$mm] Notes Receivable from Associated Companies, Net [$mm] Other Investing [$mm] Cash flow from investing activities [$mm] Financing Short-term Debt [$mm] Money-pool [$mm] Long-term Debt [$mm] Dividends [$mm] Equity Contributions [$mm] Non-Controlling Dividends / Equity [$mm] Other [$mm] Cash flow from financing activities [$mm] Net Increase (Decrease) in Cash [$mm] Balance sheet Assets Beginning electric utility plant [$mm] Additions [$mm] Accumulated depreciation [$mm] Total electric plant [$mm] AFUDC [$mm] CWIP [$mm] Total utility plant [$mm] Cash [$mm] Current assets [$mm] Notes receivable from affiliates [$mm] Goodwill [$mm] Other deferred charges [$mm] Other assets [$mm] Total assets [$mm] Capitalization Proprietary capital / members' equity [$mm] Noncontrolling Interest [$mm] Total equity [$mm] Long-term debt [$mm] Total capitalization [$mm] Current liabilities Short-term debt [$mm] Accounts payable [$mm] Accrued interest [$mm] Other [$mm] Total [$mm] Non-current liabilities Accumulated deferred income taxes [$mm] Regulatory liabilities [$mm] Other liabilities [$mm] Total [$mm] Total other liabilities [$mm] Total liabilities and capitalization [$mm] New issuance cost of debt [%]
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Form: Illustrative Capital Projects List Year = Budget year Note: credits & small dollar projects are typically related to projects previously in-serviced and include: accounting adjustments, true up during unitization, reimbursements from customer/developers, accrual reversals, final project costs, etc. Data as of [date] Entity Rel Enh Reg Req Project Method RPA Project Name Description Voltage RTEP ISD [Year] [Year+1] [Year+2] [Year+3] [Year+4] [ ] Regulatory Required Duty to Serve [ ] [ ] [ ] [ ] Regulatory Required Failures [ ] [ ] [ ] [ ] Regulatory Required Mandatory Programs/Blankets [ ] [ ] [ ] [ ] Reliability Enhancement Operational Flexibility Projects [ ] [ ] [ ] [ ] Reliability Enhancement System Condition Projects [ ] [ ] [ ] [ ] Reliability Enhancement System Performance Projects [ ] [ ] [ ] [ ] Reliability Enhancement Value Added [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] etc. Grand Total This worksheet will serve as the form of a list of capital projects that are, at the time, included in the capital expenditure forecast.
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NAI-1534815718v11 Schedule 6 Voting Calculation Methodology for Special Purpose FE Director See attached.
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NAI-1535120244v4 CONFIDENTIAL Schedule 6 Voting Calculation Methodology for Special Purpose FE Director For purposes of the vote required to determine the FE Director jointly designated for appointment by FE Member’s Common Membership Interests and the Members that are holders of the Special Purpose Membership Interests, the following shall apply: As of the Effective Date, the FE Member on account of its Common Membership Interests (in such capacity a “Common Voter”) shall have 86 votes (the “Common Votes”) and the Member(s) that are holders of the Special Purpose Membership Interests (in such capacity a “Special Purpose Voter”) shall have 14 votes (the “Special Purpose Votes”) in respect of voting to designate such FE Director as required by Section 2.2(d) of the Agreement. At all times when such vote is required pursuant to Section 2.2(d) of the Agreement, such FE Director designee shall be the individual who receives a plurality of the Common Votes and Special Purpose Votes cast, voting together as a single class. Both Common Voters and Special Purpose Voters may vote all of its or their votes for the same individual or multiple individuals for such FE Director position (for example, the Common Voter could elect to vote 45 of its Common Votes for “Individual A” and 43 of its Common Votes for “Individual B”, while the Special Purpose Voter may elect to likewise split its Special Purpose Votes amongst multiple individuals or vote all of its Special Purpose Votes for a single individual). During the five year period that such vote is required, the total number of Special Purpose Votes shall be adjusted periodically to proportionally decrease as the Special Purpose Value declines. For this purpose, the “Special Purpose Value” shall mean the respective value of (i) the Special Purpose Membership Interests as compared to (ii) the FE Member’s Common Membership Interests and the Special Purpose Membership Interests collectively, which value is presumed to decrease proportionately as (i) the capital account balance maintained by MAIT pursuant to its Organizational Documents for its members on account of such member(s)’ MAIT Class B Interests decreases relative to (ii) the collective capital account balance of the holders of the FE Member’s Common Membership Interests and the holders of the Special Purpose Membership Interests in the Company; provided that such total number of Special Purpose Votes will in all circumstances (subject to the next bullet point) be rounded down to the next nearest whole number such that there are no fractional Special Purpose Votes. By way of examples, (i) if on the Effective Date, the relevant capital account balance (measured as a percentage) was 20% and subsequently decreases to 10%, then the total number of Special Purpose Votes would be automatically reduced to 7; (ii) assuming again an initial capital account balance of 20% but in this instance that decreases to 9%, the total number of Special Purpose Votes in such circumstance would automatically be reduced to 6. During the five year period that such vote is required, for so long as any Special Purpose Membership Interests are outstanding and the MAIT Class B Interests are owned by the Company, in no event will there be less than 1 Special Purpose Vote in existence. Therefore, to the extent that a decrease required by the immediately preceding bullet would result in 0
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NAI-1535120244v4 2 Special Purpose Votes, such determination will be adjusted so that 1 Special Purpose Vote remains in existence. In the event that multiple Members are the holders of Special Purpose Membership Interests, the total number of Special Purpose Votes that each Member holds in respect of their Special Purpose Membership Interest will be based on such Member’s Special Percentage Interest (rounding as appropriate to the nearest whole number(s) so that no Member holds any fractional Special Purpose Votes).